8-K
i-80 Gold Corp. (IAUX)
View as plain text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 8-K
_______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2025
| I-80 GOLD CORP. | |||||
|---|---|---|---|---|---|
| (Exact name of registrant as specified in its charter) | British Columbia | 001-41382 | Not Applicable | ||
| --- | --- | --- | |||
| (State or other jurisdiction of<br>incorporation) | (Commission <br>File Number) | (IRS Employer<br>Identification No.) | 5190 Neil Road, Suite 460<br><br>Reno, Nevada, United States | 89502 | |
| --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (775) 525-6450
Not Applicable
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 | IAUX | NYSE American LLC |
| Common Shares | IAU | The Toronto Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition
On March 31, 2025, i-80 Gold Corp. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release shall be deemed furnished, not filed, for purposes of this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure
The information contained in Item 2.02 is incorporated herein by reference.
The company transitioned from International Financial Reporting Standards (“IFRS”) to accounting principles generally accepted in the United States (“U.S. GAAP”). We are filing this Current Report on Form 8-K to amend our unaudited consolidated interim financial statements and the related management’s discussion and analysis for (i) the three months ended March 31, 2024, (ii) the three months ended June 30, 2024, and (iii) the three months ended September 31, 2024 (collectively the “2024 Interim Financial Statements and MD&As”) to reflect the Company’s transition to U.S. GAAP. The original 2024 Interim Financial Statements and MD&As were filed on Forms 6-K on May 13, 2024, August 12, 2024, and November 12, 2024, respectively, under IFRS.
Except for changes related to the Company’s adoption of U.S. GAAP, this Form 8-K does not reflect events occurring after the filing of each original 2024 Interim Financial Statement and MD&A. These amended unaudited consolidated interim financial statements supersede the Company’s original 2024 Interim Financial Statements and MD&As.
The information furnished pursuant to this Item 7.01, including Exhibits 99.2, 99.3, 99.4, 99.5, 99.6, and 99.7, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 31, 2025 | ||
|---|---|---|
| i-80 GOLD CORP. | ||
| By: | /s/ Ryan Snow | |
| Name: | Ryan Snow | |
| Title: | Chief Financial Officer |
Document
i-80 Gold Reports Fourth Quarter and Full Year 2024 Operating and Financial Results
Ongoing Focus on Granite Creek Underground Ramp-Up, Balance Sheet Strengthening,
and Advancing Pipeline of Projects Towards Feasibility
RENO, NEVADA, March 31, 2025 – i-80 GOLD CORP. (TSX: IAU) (NYSE American: IAUX) (“i-80 Gold”, or the “Company”) reports its operating and financial results for the fourth quarter and full year ended December 31, 2024, and provides an update on recent recapitalization initiatives, including a new gold and silver prepay agreement entered into with National Bank of Canada ("National Bank").
Unless otherwise stated, all amounts referred to herein are in U.S. dollars (C$ represents Canadian dollars).
"2024 ended with a pivotal shift as we established a new development plan and commenced the work to release updated Preliminary Economic Assessments ("PEA") for each of our five gold projects, which we released as planned in the first quarter of this year," stated Richard Young, Chief Executive Officer. "These PEAs represent solid base case scenarios, and we believe the economics will continue to improve as we advance each project toward feasibility. Our focus remains on the continued ramp up at our Granite Creek Underground Project, unlocking the full potential of our portfolio, and strengthening our balance sheet to support our growth strategy. To that end, we are very pleased to have entered into an agreement with National Bank to term out the Company’s gold and silver prepays due in March, and we look forward to a continued partnership with them.”
OPERATING AND FINANCIAL HIGHLIGHTS
Fourth Quarter 2024
•Total revenue totaled $23.2 million for the quarter compared to $25.8 million in the comparative prior year period due to lower volumes sold partially offset by a higher gold price.
•Gold sales1 totaled 9,053 ounces at an average realized gold price2 of $2,560 per ounce, resulting in revenue of $23.2 million, compared to gold sales1 of 14,331 ounces at an average realized gold price2 of $1,989 per ounce, resulting in revenue of $28.5 million in the fourth quarter of 2023.
•Loss per share of $0.04 per share for the quarter, a decrease from $0.12 loss per share in the comparative prior year period.
•Cash used in operating activities was $9.2 million, an increase in cash used from the prior year period due to comparatively lower change in working capital.
•Cash balance of $19.0 million as at December 31, 2024, an increase of $2.8 million from the end of the third quarter due to proceeds from the at-the-market equity program partially offset by cash used in operations and exploration and development activities.
•Adopted a new development plan, following a leadership change, to permit, construct, and ramp up five gold projects over the balance of the decade aiming to create a mid-tier gold producer capable of producing approximately 400,000 to 500,000 ounces of gold annually, starting with the development of three underground mines while accelerating two large open pit oxide deposits.
•Commenced the process of updating the Preliminary Economic Assessments for five gold projects, which were completed as planned in the first quarter of 2025.
•Continued to advance gold projects which are currently at various stages of redevelopment, with a focus on the continued ramp up at the Granite Creek Underground Project, strengthening the balance sheet, and ongoing permitting at all five projects.
•Initiated a recapitalization plan to reschedule current debt obligations and provide the additional capital required to execute the new development plan.
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2024 (2023 - 56%).
2This is a Non-GAAP Measure; please see “Non-GAAP Measures” section.
Year ended December 31, 2024
•Total revenue totaled $50.3 million compared to $54.9 million in the comparative prior year period due to lower volumes sold partially offset by a higher gold price.
•Gold sales1 totaled 21,527 ounces for the year at an average realized gold price2 of $2,332 per ounce, resulting in revenue of $50.2 million, compared to gold sales1 of 29,370 ounces at an average realized gold price2 of $1,956 per ounce, resulting in revenue of $57.5 million in 2023.
•Cash used in operating activities was $82.5 million, an increase from the prior year primarily due to lower production from the Company’s projects, partially offset by higher average realized gold price.
•Loss per share of $0.34 per share was an increase from $0.33 loss per share in the prior year.
•Year-end cash balance of $19.0 million, an increase of $2.7 million during the year due to cash provided by financing activities, partially offset by cash used in operations and exploration and pre-development expenditures.
•Approximately 110,000 feet of core and reverse circulation drilling completed with multiple positive results to expand mineralization further at the Granite Creek Underground Project, the Archimedes Underground Project within the Ruby Hill property, and the Cove Project.
•Published its second annual sustainability report which is accessible on the Company’s website.
| Three months ended<br>December 31, | Year ended<br>December 31, | ||||
|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | ||
| Revenue | $000s | 23,228 | 25,837 | 50,335 | 54,910 |
| Net loss | $000s | (17,730) | (36,053) | (121,533) | (89,654) |
| Loss per share | $/share | (0.04) | (0.12) | (0.34) | $(0.33) |
| Cash flow used in operating activities | $000s | (9,223) | (4,919) | (82,501) | (77,465) |
| Cash and cash equivalents | $000s | 19,001 | 16,277 | 19,001 | 16,277 |
| Exploration feet drilled | ft | 26,533 | 38,354 | 106,221 | 182,030 |
| Gold ounces sold1 | oz | 9,053 | 14,331 | 21,527 | 29,370 |
| Average realized gold price2 | $/oz | 2,560 | 1,989 | 2,332 | 1,956 |
| 1.Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2024 (2023 - 56%). | |||||
| 2. This is a Non-GAAP Measure; please see “Non-GAAP Measures” section. |
STRATEGY OVERVIEW
Following a leadership change, the Company adopted a new development plan in the fourth quarter which presents a new view on the most effective strategy to generate free cash flow, while progressing earlier stage projects to provide a pipeline of growth over the medium and long-term. Management is now focused on permitting and developing its portfolio of assets through the balance of the decade. Consistent with i-80 Gold's focus since inception, this plan includes the development of the three underground mines but also includes accelerating, permitting, and the development of two large oxide open pit deposits, one at Granite Creek and the other at Mineral Point, within the Ruby Hill Project area. The Lone Tree Autoclave remains as the centralized refractory mineral processing facility in the new development plan in support of i-80 Gold’s hub-and-spoke regional mining and processing strategy. Management intends to continue its work towards completion of the refurbishment feasibility study planned in 2025. In support of the new development plan, the Company has initiated a recapitalization plan of its balance sheet.
OUTLOOK AND RECAPITALIZATION UPDATE
The Company expects to produce between 30,000 to 40,000 ounces1 of gold in 2025. Production from Granite Creek underground is expected to range between 20,000 to 30,000 ounces1 of gold, and the Company’s two residual heap leach operations are expected to contribute approximately 10,000 ounces of gold in 2025.
The PEAs covering the Company’s five gold projects were filed in March 2025, and outline three areas of growth expenditure over the next three years to support the advancement of the Company’s development plan. These growth expenditures which are discretionary and subject to available resources, ranked from highest priority are: (i) advancing permitting activities, (ii) feasibility studies, and (iii) development work at Archimedes underground. For 2025, the growth expenditures are expected to total between $40 million to $50 million.
Management is advancing its recapitalization plan to support the Company’s development plan on several fronts, and is in active discussions with several parties regarding a number of financing options including a senior lending facility, royalty sales, non-core asset sales (such as its FAD property), a working capital facility, as well as terming out the 2025 quarterly gold prepays. Further to the recapitalization plan, the Company restructured its March 31, 2025, gold prepay and silver deliveries and entered into a working capital facility, as described herein.
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 update this outlook depending on changes in metal prices and other factors.
New Gold & Silver Prepay Agreement & Working Capital Facility
On March 31, 2025 the Company entered into a new gold and silver prepay arrangement with National Bank of Canada ("National Bank") under which National Bank purchased approximately 6,800 ounces of gold and 345,000 ounces of silver from the Company for delivery to National Bank by September 30, 2025 or earlier, upon an infusion of capital in line with the recapitalization plan. The proceeds of this new prepay arrangement will be used to satisfy the March 31, 2025 gold and silver deliveries due to an affiliate of Orion Mine Finance under its respective Gold Prepay and Silver Purchase and sale agreements. The obligations under the prepay arrangement with National Bank are secured by the FAD project. In addition, the Company is finalizing a working capital facility with Auramet International, Inc. for up to $12 million, maturing in 12 months.
OPERATIONAL AND FINANCIAL OVERVIEW
| Three months ended<br>December 31, | Year ended<br>December 31, | |||
|---|---|---|---|---|
| (in thousands of USD) | 2024 | 2023 | 2024 | 2023 |
| Revenue | 23,228 | 25,837 | 50,335 | 54,910 |
| Cost of sales | (20,939) | (21,878) | (64,569) | (52,852) |
| Depletion, depreciation and amortization | (486) | (1,613) | (1,489) | (7,202) |
| Gross profit (loss) | 1,803 | 2,346 | (15,723) | (5,144) |
| Expenses | ||||
| Exploration, evaluation and pre-development | 9,406 | 14,319 | 38,430 | 61,091 |
| General and administrative | 6,346 | 5,459 | 20,773 | 21,638 |
| Property maintenance | 3,592 | 3,012 | 14,161 | 13,080 |
| Loss from operations | (17,541) | (20,444) | (89,087) | (100,953) |
| Other income and expenses, net | 12,195 | (2,487) | 24,000 | 41,022 |
| Interest expense | (7,944) | (8,051) | (32,951) | (27,336) |
| Loss before income taxes | (17,391) | (36,906) | (120,035) | (92,868) |
| Current tax expense | — | (228) | — | (228) |
| Deferred tax (expense) recovery | (339) | 1,081 | (1,498) | 3,442 |
| Net loss for the period | (17,730) | (36,053) | (121,533) | (89,654) |
1Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58%
Granite Creek Underground
| Three months ended<br>December 31, | Year ended<br>December 31, | ||||
|---|---|---|---|---|---|
| Operational Statistics | 2024 | 2023 | 2024 | 2023 | |
| Oxide mineralized material mined | tonnes | 21,369 | 20,839 | 62,789 | 48,573 |
| Sulfide mineralized material mined | tonnes | 8,148 | 12,192 | 27,338 | 30,185 |
| Total oxide and sulfide mineralized material mined | tonnes | 29,517 | 33,031 | 90,127 | 78,758 |
| Oxide mineralized material mined grade | g/t | 13.02 | 10.88 | 11.60 | 12.28 |
| Sulfide mineralized material mined grade | g/t | 9.77 | 8.59 | 8.21 | 10.48 |
| Low-grade mineralized material mined1 | tonnes | 29,305 | 19,492 | 72,111 | 46,260 |
| Low-grade mineralized material grade1 | g/t | 3.08 | 3.11 | 3.03 | 3.06 |
| Waste mined | tonnes | 65,668 | 42,045 | 164,010 | 106,830 |
| Total material mined | tonnes | 124,489 | 94,568 | 326,248 | 231,848 |
| Processed mineralized material2 | tonnes | 76,594 | 21,400 | 115,769 | 42,537 |
| Gold ounces sold3 | oz | 5,583 | 11,382 | 10,961 | 16,502 |
| Underground mine development (pre-development) | ft | 691 | 959 | 3,762 | 3,194 |
| Exploration drilling | ft | — | 6,448 | 23,413 | 27,392 |
| Financial Statistics | 2024 | 2023 | 2024 | 2023 | |
| Mining cost (total mineralized material and waste) | $/t | 99 | 100 | 126 | 124 |
| Processing cost (processed mineralized material) | $/t | 31 | 23 | 33 | 51 |
| Site general and administrative (“G&A”) (total mineralized material mined4) | $/t | 21 | 13 | 33 | 22 |
| Royalties | $000s | 593 | 430 | 2,507 | 905 |
| Capital expenditure5 | $000s | 60 | 918 | 1,138 | 3,933 |
| Pre-development expenditures | $000s | 5,001 | 5,494 | 19,577 | 16,712 |
| Exploration expenditures | $000s | 490 | 1,533 | 4,851 | 3,694 |
1Low-grade mineralized material extracted as part of the mining process that is below cut-off grade but incrementally economic.
2Processed mineralized material consists of toll treated material and material placed under leach.
3Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2024 (2023 - 56%).
4Total mineralized material mined consists of sulfide, oxide, and low-grade mineralized material.
5Capital expenditure based on accrual basis.
Mining rates and gold extraction for the year 2024 were below the anticipated levels due to an escalation in groundwater ingress into the underground working areas. This development adversely affected productivity and the pace of development. In response to the increased water ingress, the mine expanded pumping capacity, deepened an existing dewatering well, drilled a new dewatering well, and reconfigured the dewatering system to enhance the flow capacity to the water treatment facility. Water levels are dropping throughout the mining area and water ingress rates are anticipated to decrease in the near term. extraction rates are expected to ramp up to steady-state during the second half of 2025. Additional dewatering infrastructure upgrades will be completed in 2025. In early 2025 a predictive groundwater model was completed and the Company is utilizing this study to evaluate future dewatering needs.
The Company continues to encounter elevated levels of oxide mineralized material. A substantial portion of this lower-grade mineralized material has been deemed suitable for processing via heap leach at the Company's Lone Tree heap leach facility. During the quarter, 1,261 ounces were processed and sold from the Lone Tree heap leach facility. Additionally, during the three months ended in December 31, 2024, 30,911 tonnes of sulfide mineralized material were processed under the toll milling agreement. As at December 31, 2024, sulfide mineralized material of approximately 13,000 tonnes were on the stockpile to be processed in 2025.
Capital expenditures for the year were primarily related to mining equipment.
Pre-development expenditures are for underground development work, definition drilling and dewatering well costs.
During the fourth quarter, Management began a process to update the technical reports for both the Granite Creek underground and open pit projects which were completed during the first quarter of 2025. An infill drilling program is planned to be completed in 2025 to upgrade resources to a feasibility study level. Permitting activities associated with the Granite Creek open pit expansion are planned to begin in early 2025 with the initial focus on required baseline field studies. Federal National Environmental Policy Act ("NEPA") and State of Nevada permitting is anticipated to take approximately three years.
During the three months ended December 31, 2024, the Company paused its drilling program in favor of developing an underground exploration drift. The development of an exploration drift at Granite Creek Underground commenced in the fourth quarter of 2024. This drift will provide access for infill drilling from underground in the South Pacific Zone.
Ruby Hill (Archimedes Underground Project and Mineral Point Open Pit Project)
| Three months ended<br>December 31, | Year ended<br>December 31, | ||||
|---|---|---|---|---|---|
| Operational Statistics | 2024 | 2023 | 2024 | 2023 | |
| Gold ounces sold | oz | 1,611 | 1,862 | 3,618 | 6,643 |
| Exploration drilling | ft | — | 18,804 | 4,032 | 93,488 |
| Financial Statistics | 2024 | 2023 | 2024 | 2023 | |
| Mining cost | $/oz | — | — | — | 11 |
| Processing cost (processed oz) | $/oz | 721 | 583 | 1,245 | 809 |
| Site G&A (processed oz) | $/oz | 477 | 296 | 847 | 347 |
| Royalties | $000s | 126 | 106 | 252 | 356 |
| Capital expenditure1 | $000s | 289 | 112 | 407 | 142 |
| Pre-development expenditures | $000s | 557 | 273 | 1,112 | 1,269 |
| Exploration expenditures | $000s | 134 | 1,766 | 684 | 15,794 |
1Capital expenditure based on accrual basis.
During the three and twelve months ended December 31, 2024, the Company continued to recover ounces from the heap leach pads at Ruby Hill. The volume of ounces sold was lower than the prior year comparable periods due to the continued decline in leachable ounces. The Company will continue to recover ounces from the leach pads at Ruby Hill as long as it is economical to do so.
There was minimal spending on capital expenditures for the three and twelve months. During the fourth quarter, the Company prepared a preliminary economic assessment on the Archimedes Underground Project and Mineral Point open pit project which was finalized in the first quarter of 2025.
Exploration spending for the three and twelve months were related to metallurgical tests and drilling for metallurgical samples on the base metal deposits.
Permitting for Archimedes underground continued in the fourth quarter of 2024. During the first quarter of 2025 the Company received the record of decision from the U.S. Bureau of Land Management for the commencement of the underground portals. Associated state permits are still in process and are expected to be received in the second quarter of 2025. Construction of the surface facilities and associated infrastructure commenced in the fourth quarter of 2024 and will carry into the first half of 2025. Underground construction activities are expected to begin in the third quarter of 2025. The Mineral Point deposit drill program is expected to begin in the third quarter of 2025 to support geotechnical, metallurgical and hydrology studies for baseline data to advance the permitting and technical reports for Mineral Point.
Permitting and technical study advancement of the base metal deposits at Ruby Hill including Hilltop and Blackjack have been suspended for the foreseeable future as the Company focuses on ramping up, permitting and developing the Company's three underground and two open pit oxide gold projects through the balance of the decade. As a result of the adoption of the new gold-focused strategy, the base metal joint venture, which the Company had been advancing previously, has been terminated.
Cove Project
The draft plan of operations has been submitted to the U.S. Bureau of Land Management and the baseline permitting work is largely in the process of being finalized. In 2024, the Company focused on updating their existing permits related to water pollution control and land reclamation to ensure compliance with environmental regulations and maintaining operational standards. Additionally, a new air quality operating permit application will be submitted to the regulatory agency. This new permit is essential for regulating and controlling the emissions and pollutants released into the air by the site, thereby ensuring that the operations meet air quality standards set by regulatory authorities. Management is targeting the submittal of an Environmental Impact Statement in mid-2025, which will be required primarily due to the significant project disturbance acres and impact on water. The preparation and submission of these permitting documents are anticipated to be a key priority in the first half of 2025.
| Three months ended<br>December 31, | Year ended<br>December 31, | ||||
|---|---|---|---|---|---|
| Operational Statistics | 2024 | 2023 | 2024 | 2023 | |
| Exploration drilling | ft | 26,533 | 13,102 | 78,776 | 61,150 |
| Financial Statistics | 2024 | 2023 | 2024 | 2023 | |
| Pre-development expenditures | $000s | 444 | 2,443 | 2,991 | 6,470 |
| Exploration expenditures | $000s | 2,854 | 1,393 | 8,994 | 13,137 |
Underground delineation drilling continued during the fourth quarter on the Helen the CSD and Gap deposits with two core rigs, completing 26,533 feet of core drilled bringing total drilling over the course of the infill campaign to approximately 78,776 feet. A further 15,000 feet of drilling is planned into the first quarter of 2025 to complete the program. The 2024/2025 drill program will be included in a planned updated feasibility study.
Lone Tree
The focus at Lone Tree is a feasibility study to evaluate the refurbishment of the autoclave facility with the intention of processing sulfide ore from the three underground mines (Granite Creek, Archimedes and Cove) in support of the Company's regional hub-and-spoke mining and processing strategy. Management continues to review the value engineering studies in preparation for the feasibility study which is expected to be completed in the third quarter of 2025.
The Lone Tree open pit is expected to remain in inventory into the 2030’s as the Company focuses ramp up, permitting and development of its three underground mines and two open pit oxide mines.
At the Company's Lone Tree property, the continued leaching of the historic leach pad is producing a reasonable amount of gold. The Company plans to continue to recover ounces from the Lone Tree leach pads as long as it is economical to do so.
| Three months ended<br>December 31, | Year ended<br>December 31, | ||||
|---|---|---|---|---|---|
| Operational Statistics | 2024 | 2023 | 2024 | 2023 | |
| Gold ounces sold | oz | 1,859 | 1,087 | 6,948 | 6,225 |
| Financial Statistics | 2024 | 2023 | 2024 | 2023 | |
| Processing cost (processed oz) | $/oz | 504 | 1,134 | 663 | 875 |
| Site G&A (processed oz) | $/oz | 118 | 211 | 189 | 231 |
| Capital expenditure1 | $000s | 184 | 267 | 762 | 13,162 |
1Capital expenditure based on accrual basis.
Capital expenditures for the three and twelve months were related to general infrastructure in sustaining the operations and activities at Lone Tree. Spending in 2023 was related to the technical work on the refurbishment of the autoclave processing plant.
FINANCIAL STATEMENTS
This press release should be read in conjunction with i-80 Gold’s Annual Report on Form 10-K, including the audited consolidated financial statements and associated Management's Discussion and Analysis of Operations and Financial Condition for the three months and year ended December 31, 2024 included therein, which is available on the Company’s website at www.i80gold.com, on EDGAR at www.sec.gov, and on SEDAR+ at www.sedarplus.ca.
Transition to US Generally Accepted Accounting Principles ("US GAAP")
Historically, the Company has prepared its financial statements under International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board ("IFRS") permitted by security regulators in Canada, as well as in the U.S. under the foreign private issuer status as defined by the United States Securities and Exchange Commission ("SEC"). On June 28, 2024, the Company determined that it would no longer qualify as a foreign private issuer under the SEC rules as of January 1, 2025. As a result, beginning January 1, 2025 the Company was required to report with the SEC on domestic forms and comply with domestic company rules. Consequently, the Company was required to prepare its financial statements using US GAAP effective beginning with the Company’s 2024 annual consolidated financial statements to which this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") relates and for all subsequent reporting periods.
CONFERENCE CALL AND WEBCAST
Management will hold a conference call and audio webcast to discuss the fourth quarter and full year results, as well as recent recapitalization efforts, followed by a question-and-answer session from participants. The details are as follows:
Date: April 1, 2025
Time: 9:00 a.m. ET
Webcast: https://app.webinar.net/AEMPpwJB0wv
Telephone: 1-416-945-7677
Toll-free (North America): 1-888-699-1199
QUALIFIED PERSONS
Tyler Hill, CPG-12146, VP Geology, and Tim George, PE, VP Operations, at i-80 Gold have reviewed this press release and are the Qualified Persons for the information contained herein and are a "Qualified Person" within the meaning of National Instrument 43-101 — Standards of Disclosure for Mineral Projects and S-K 1300.
ABOUT i-80 GOLD CORP.
i-80 Gold Corp. is a Nevada-focused mining company committed to building a mid-tier gold producer through a new development plan to advance its high-quality asset portfolio. The Company is the fourth largest gold mineral resource holder in the state with a pipeline of high-grade development and production-stage projects strategically located in Nevada’s most prolific gold-producing trends. Leveraging its fully permitted central processing facility following an anticipated refurbishment, i-80 Gold is executing a hub-and-spoke regional mining and processing strategy to maximize efficiency and growth. i-80 Gold’s shares are listed on the Toronto Stock Exchange (TSX: IAU) and the NYSE American (NYSE: IAUX). For more information, visit www.i80gold.com.
For further information, please contact:
Leily Omoumi - VP Corporate Development and Strategy
1.866.525.6450
info@i80gold.com
www.i80gold.com
FORWARD LOOKING INFORMATION
Certain information set forth in this press release including but not limited to management's assessment of the Company's future plans and operations, the perceived merit of projects or deposits, and the impact and anticipated timing of the Company’s development plan and recapitalization plan, production guidance and outlook, the anticipated growth expenditures, the anticipated timing of permitting, production, project development or technical studies constitutes forward looking statements or forward-looking information within the meaning of applicable 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 there from. 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, ability to access sufficient capital from internal and external sources, the Company may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. The Company's ability to refinance its indebtedness will depend on the capital markets and its financial condition at such time, currency fluctuations, construction and operational risks, licensing and permit requirements, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, imprecision of mineral resource, or production estimates and stock market volatility. Please see “Risks Factors” in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for more information regarding risks pertaining to the Company, which is available on EDGAR at www.sec.gov/edgar and SEDAR+ at www.sedarplus.ca. Readers are encouraged to carefully review these risk factors as well as the Company’s other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators. All forward-looking statements contained in this press release speak only as of the date of this press release 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.
Additional information relating to i-80 Gold can be found on i-80 Gold’s website at www.i80gold.com, SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov/edgar.
NON-GAAP FINANCIAL PERFORMANCE MEASURES
The Company has included certain terms or performance measures commonly used in the mining industry that are not defined under US GAAP in this document. This includes average realized price per ounce. Non-GAAP financial performance measures do not have any standardized meaning prescribed under US GAAP, and therefore, they may not be comparable to similar measures employed by other companies. The data presented is 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. For a more detailed breakdown on how this measure was calculated, please see the definition and table below.
Definitions
"Average realized gold price” per ounce of gold sold is a non-GAAP measure and does not constitute a measure recognized by US GAAP Accounting Standards and does not have a standardized meaning defined by US GAAP Accounting Standards. It may not be comparable to information in other gold producers’ reports and filings.
Average realized gold price per ounce of gold sold
| Three months ended<br>December 31, | Year ended<br>December 31, | |||
|---|---|---|---|---|
| (in thousands of U.S. dollars, unless otherwise noted) | 2024 | 2023 | 2024 | 2023 |
| Nevada production | ||||
| Revenue per financial statements | 23,228 | 25,837 | 50,335 | 54,910 |
| Processing costs net in revenues | — | 2,797 | — | 2,797 |
| Silver revenue | (53) | (124) | (125) | (255) |
| Gold revenue | 23,175 | 28,509 | 50,210 | 57,452 |
| Gold ounces sold1 | 9,053 | 14,331 | 21,527 | 29,370 |
| Average realized gold price ($/oz) | 2,560 | 1,989 | 2,332 | 1,956 |
| Lone Tree | ||||
| Revenue | 5,028 | 2,233 | 16,534 | 12,324 |
| Silver revenue | (53) | (32) | (82) | (51) |
| Gold revenue | 4,975 | 2,201 | 16,452 | 12,273 |
| Gold ounces sold | 1,859 | 1,087 | 6,948 | 6,225 |
| Average realized gold price ($/oz) | 2,676 | 2,025 | 2,368 | 1,972 |
| Ruby Hill | ||||
| Revenue | 4,177 | 3,771 | 8,409 | 12,896 |
| Silver revenue | — | (92) | (43) | (204) |
| Gold revenue | 4,177 | 3,679 | 8,366 | 12,692 |
| Gold ounces sold | 1,611 | 1,862 | 3,618 | 6,643 |
| Average realized gold price ($/oz) | 2,593 | 1,976 | 2,312 | 1,911 |
| Granite Creek | ||||
| Revenue | 14,023 | 19,833 | 25,392 | 29,690 |
| Processing costs net in revenues | — | 2,797 | — | 2,797 |
| Gold revenue | 14,023 | 22,630 | 25,392 | 32,487 |
| Gold ounces sold1 | 5,583 | 11,382 | 10,961 | 16,502 |
| Average realized gold price ($/oz) | 2,512 | 1,988 | 2,317 | 1,969 |
- Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 58% in 2024 (2023 - 56%).
8
Document
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)
| Note | March 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | $ | 13,090 | $ | 16,277 | |
| Receivables, net | 2,075 | 4,316 | |||
| Inventory | 4 | 17,891 | 11,387 | ||
| Prepaids and deposits | 3,804 | 4,631 | |||
| Current portion of other assets | 5 | 2,754 | 3,202 | ||
| Total current assets | 39,614 | 39,813 | |||
| Non-current assets | |||||
| Other assets | 5 | 140 | 586 | ||
| Restricted cash | 6 | 38,998 | 44,488 | ||
| Property, plant and equipment, net | 7 | 569,460 | 569,396 | ||
| Total non-current assets | 608,598 | 614,470 | |||
| Total assets | $ | 648,212 | $ | 654,283 | |
| LIABILITIES | |||||
| Current liabilities | |||||
| Accounts payable and accrued liabilities | $ | 19,005 | $ | 27,185 | |
| Current portion of long-term debt | 8 | 39,079 | 31,155 | ||
| Current reclamation liabilities | 9 | 676 | 543 | ||
| Current portion of other liabilities | 10 | 5,176 | 6,282 | ||
| Total current liabilities | 63,936 | 65,165 | |||
| Non-current liabilities | |||||
| Deferred tax liabilities | 15,290 | 14,903 | |||
| Long-term debt | 8 | 162,441 | 162,957 | ||
| Reclamation liabilities | 9 | 49,856 | 49,222 | ||
| Non-current portion of other liabilities | 10 | 9,532 | 16,740 | ||
| Total non-current liabilities | 237,119 | 243,822 | |||
| Total liabilities | 301,055 | 308,987 | |||
| COMMITMENTS AND CONTINGENCIES | 20 | ||||
| EQUITY | |||||
| Common shares, unlimited authorized shares with no par value, 314,888,674 and 298,502,334 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 11 | 511,159 | 489,270 | ||
| Additional paid-in capital | 18,983 | 19,311 | |||
| Accumulated deficit | (182,985) | (163,285) | |||
| Total equity | 347,157 | 345,296 | |||
| Total liabilities and equity | $ | 648,212 | $ | 654,283 |
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)
| Three months ended<br>March 31, | ||||||
|---|---|---|---|---|---|---|
| Note | 2024 | 2023 | ||||
| Revenue | 14 | $ | 8,413 | $ | 4,548 | |
| Cost of sales | (8,332) | (6,542) | ||||
| Depletion, depreciation and amortization | 7 | (377) | (1,421) | |||
| Gross loss | (296) | (3,415) | ||||
| Expenses | ||||||
| Exploration, evaluation and pre-development | 15 | 7,274 | 14,865 | |||
| General and administrative | 4,225 | 6,499 | ||||
| Property maintenance | 4,322 | 3,141 | ||||
| Loss from operations | (16,117) | (27,920) | ||||
| Other income, net | 16 | 4,839 | 11,097 | |||
| Interest expense | 17 | (8,036) | (5,785) | |||
| Loss before income taxes | (19,314) | (22,608) | ||||
| Deferred tax (expense) recovery | (386) | 197 | ||||
| Net loss and comprehensive loss | $ | (19,700) | $ | (22,411) | ||
| Loss per share | ||||||
| Basic and diluted loss per share | 12 | $ | (0.06) | $ | (0.09) | |
| Basic and diluted weighted average shares outstanding | 12 | 305,323,881 | 245,603,313 |
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of United States Dollars)
(Unaudited)
| Three months ended<br>March 31, | ||||||
|---|---|---|---|---|---|---|
| Note | 2024 | 2023 | ||||
| OPERATING ACTIVITIES | ||||||
| Net loss | $ | (19,700) | $ | (22,411) | ||
| Adjustments | ||||||
| Depletion, depreciation and amortization | 7 | 757 | 1,865 | |||
| Accretion expense | 768 | 691 | ||||
| Share-based payments | 11 | 530 | 1,308 | |||
| Non-cash items included in other income | 13 | (4,405) | (10,828) | |||
| Loss on foreign exchange | 69 | — | ||||
| Interest expense | 8,030 | 5,773 | ||||
| Deferred tax expense (recovery) | 386 | (197) | ||||
| Other | (80) | — | ||||
| Net change in operating assets and liabilities | 13 | (11,578) | (5,259) | |||
| Cash used in operating activities | $ | (25,223) | $ | (29,058) | ||
| INVESTING ACTIVITIES | ||||||
| Capital expenditures on property, plant and equipment | 7 | (702) | (3,903) | |||
| Purchase of investments | — | (894) | ||||
| Cash used in investing activities | $ | (702) | $ | (4,797) | ||
| FINANCING ACTIVITIES | ||||||
| Proceeds from shares issued in equity financing | 11 | 17,436 | — | |||
| Net proceeds on Convertible Debentures | 8 | — | 61,906 | |||
| Contingent payments | 10 | — | (11,000) | |||
| Principal repayment on Gold Prepay Agreement | 8 | — | (4,115) | |||
| Principal repayment on Silver Purchase Agreement | 8 | — | (5,641) | |||
| Share issue costs | (380) | — | ||||
| Stock option and warrant exercises | 11 | 586 | 1,713 | |||
| Finance fees paid | (200) | — | ||||
| Other | (125) | (100) | ||||
| Cash provided by financing activities | $ | 17,317 | $ | 42,763 | ||
| Change in cash, cash equivalents and restricted cash during the period | (8,608) | 8,908 | ||||
| Cash, cash equivalents, and restricted cash, beginning of period | 60,765 | 81,178 | ||||
| Effect of exchange rate changes on cash held | (69) | 5 | ||||
| Cash, cash equivalents and restricted cash end of period | $ | 52,088 | $ | 90,091 | ||
| Reconciliation of cash, cash equivalents, and restricted cash: | ||||||
| Cash and cash equivalents | 13,090 | 56,910 | ||||
| Restricted cash and cash equivalents | 38,998 | 33,181 | ||||
| Total cash, cash equivalents, and restricted cash | $ | 52,088 | $ | 90,091 |
Supplemental cash flow information [Note 13]
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)
| Share Capital | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Issued and outstanding | Note | Number of<br>shares | Common shares | Additional paid-in capital | Accumulated deficit | Total equity | ||||
| Balance as at December 31, 2022 | 240,561,017 | $ | 354,470 | $ | 15,042 | $ | (73,631) | $ | 295,881 | |
| Exercise of warrants and stock options | 11 | 734,970 | 2,064 | (229) | — | 1,835 | ||||
| Share-based payments | 11 | — | — | 1,068 | — | 1,068 | ||||
| Shares issued in relation to Ruby Hill contingent payments | 11 | 5,515,313 | 16,000 | — | — | 16,000 | ||||
| Net loss | — | — | — | (22,411) | (22,411) | |||||
| Balance as at March 31, 2023 | 246,811,300 | 372,534 | 15,881 | (96,042) | 292,373 | |||||
| Balance as at December 31, 2023 | 298,502,334 | 489,270 | 19,311 | (163,285) | 345,296 | |||||
| Shares issued in equity financing | 11 | 13,064,204 | 17,436 | — | — | 17,436 | ||||
| Shares issued in relation to Granite Creek contingent payments | 11 | 2,727,336 | 3,564 | — | — | 3,564 | ||||
| Exercise of stock options | 11 | 594,800 | 1,269 | (683) | — | 586 | ||||
| Share-based payments | 11 | — | — | 355 | — | 355 | ||||
| Share issue costs | — | (380) | — | — | (380) | |||||
| Net loss | — | — | — | (19,700) | (19,700) | |||||
| Balance as at March 31, 2024 | 314,888,674 | $ | 511,159 | $ | 18,983 | $ | (182,985) | $ | 347,157 |
The accompanying notes are an integral part of these condensed consolidated financial statements
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
1.NATURE OF OPERATIONS
i-80 Gold Corp ("i-80 Gold" or the "Company"), is a Nevada-focused, growth-oriented gold and silver producer engaged in the exploration, development and production of gold, silver and poly-metallic deposits. The Company's principal assets include the Ruby Hill property, Lone Tree property, Granite Creek property and Cove Property. Each property is wholly-owned by the Company.
The Company was incorporated on November 10, 2020, in the province of British Columbia, Canada. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol IAU and the New York Stock Exchange ("NYSE") under the symbol IAUX. Its head office is located at Suite 460, 5190 Neil Road, Reno, Nevada, 89502.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)Risks and uncertainties and liquidity
As a mining company, the Company’s revenue, profitability and future rate of growth are substantially dependent on prevailing metal prices, primarily for gold and silver. The prices of these metals are volatile and there can be no assurance that commodity prices will not be subject to wide fluctuations in the future. A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, access to capital and the quantities of mineralized material. The carrying value of the Company's property, plant and equipment, net, inventories, and certain derivative assets are particularly sensitive to the outlook for commodity prices. A decline in the Company's price outlook from current levels could result in material impairment charges related to these assets.
In addition to changes in commodity prices, other factors such as changes in mine plans, increases in costs, geotechnical failures, changes in social, environmental or regulatory requirements and impacts of global events such as future pandemics could result in material impairment charges related to these assets.
These unaudited Condensed Consolidated Financial Statements ("Financial Statements") have been prepared by management on a going concern basis. The going concern basis of presentation assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
The Company’s ability to execute its plan and fulfill its commitments as they come due is dependent upon its success in obtaining additional financing. While management has been successful in raising additional funds in the past, there can be no assurance that it will be able to do so in the future. Given the Company’s working capital deficit, current operating losses and management’s expectation of future losses until it has fully executed its strategy, the inability of the Company to arrange appropriate financing in a timely manner could result in the carrying value of the Company’s assets being subject to material adjustment. These conditions indicate the existence of material uncertainties which cast substantial doubt as to the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
These Financial Statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary if the Company is not able to continue as a going concern. Such adjustments could be material.
(b)Basis of preparation
The Financial Statements have been prepared in accordance with accounting principles generally accepted in the Unites Stated of America ("U.S. GAAP"). Previously, the Company prepared its consolidated financial statements under International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board, as permitted by securities regulators in Canada, as well as in the U.S. under the status of a Foreign Private Issuer as defined by the United States Securities and Exchange Commission ("SEC"). Beginning January 1, 2025 the Company is required to report with the SEC on domestic forms and comply with domestic company rules. The transition to U.S. GAAP was made retrospectively. These financial statements should be read in conjunction with the Company's Consolidated Financial Statements for the year ended December 31, 2024 filed on March 31, 2025 on Form 10-K.
(c)Principles of consolidation
The Financial Statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries, the most significant of which are Premier Gold Mines USA Inc., Osgood Mining Company LLC ("Granite Creek"), Ruby Hill Mining LLC ("Ruby Hill"), Goldcorp Dee LLC ("Lone Tree"), Au-Reka Gold LLC ("McCoy-Cove"), and Golden Hill Mining LLC ("FAD"). All intercompany balances and transactions have been eliminated.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(d)Functional and presentation currency
The functional currency of the Company is the United States dollar ("USD" or "US dollars") which reflects the underlying transactions, events and conditions that are relevant to the entity. Management considers primary and secondary indicators in determining functional currency including the currency that influences sales prices, labor, purchases and other costs. Other indicators include the currency in which funds from financing activities are generated and the currency in which receipts from operations are usually retained.
Reference to $ or USD is to US dollars, reference to C$ or CAD is to Canadian dollars.
(e)Recent Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 "Income Taxes (Topic 720): Improvements to Income Tax Disclosures." ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. The standard is effective beginning with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of the guidance on the financial statements.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and interim disclosures of a reportable segment’s profit or loss and assets. The standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company does not expect the adoption to have a material impact on the consolidated financial statements or disclosures.
3.CORPORATE TRANSACTIONS
Private Placement of Common Shares
During the first quarter of 2024 the Company completed a non-brokered private placement of common shares. An aggregate of 13,064,204 shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of C$23.5 million ($17.4 million). Certain directors and/or officers of the Company subscribed for C$0.3 million in common shares under the private placement.
Acquisition of Paycore
On May 5, 2023, the Company completed the acquisition of Paycore Minerals Inc. ("Paycore"). Paycore’s principal asset is the FAD property that is host to the FAD deposit located immediately south of, and adjoining, the Company’s Ruby Hill Property located in Eureka County, Nevada. The acquisition consolidates the northern portion of the Eureka District, increasing the Company’s land package at Ruby Hill.
The Company acquired 100% of the issued and outstanding shares of Paycore at an exchange ratio of 0.68 i-80 Gold common share for each Paycore common share held (the “Exchange Ratio”). All outstanding options and warrants of Paycore that were not exercised prior to the acquisition date were replaced with i-80 Gold options and warrants, as adjusted in accordance with the Exchange Ratio.
The Paycore acquisition was accounted for as an asset acquisition as management determined that substantially all the fair value of the gross assets acquired were concentrated on the FAD mineral property. The components of consideration that were paid is detailed in the table below:
| Components of consideration paid: | ||
|---|---|---|
| Share consideration (i) | $ | 66,037 |
| Common shares issued in relation to contingent value rights (ii) | 12,750 | |
| Replacement warrants (iii) | 2,675 | |
| Replacement options (iii) | 2,515 | |
| Previously held interest (iv) | 4,116 | |
| Transaction costs | 323 | |
| $ | 88,416 |
(i) The fair value of 25,488,584 common shares issued to Paycore shareholders was determined using the Company's share price of C$3.46 per share on the acquisition date.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(ii) Following completion of the arrangement and in accordance with the Amendment to the Contingent Value Rights Agreement dated February 26, 2023 among the Company, Paycore, Golden Hill Mining LLC, and Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC (collectively, "Waterton"), all of the obligations outstanding under the outstanding contingent value rights agreement between Paycore, Golden Hill Mining LLC and Waterton dated April 20, 2022, with an aggregate value of $12.75 million were satisfied through the issuance of 5,016,991 i-80 Gold common shares to Waterton on May 9, 2023. The fair value of 5,016,991 common shares issued to Waterton was determined using the Company's share price of C$3.46 per share on the acquisition date.
(iii) The fair value of 1,727,200 replacement options and 3,755,257 replacement warrants was determined using the Black-Scholes pricing model with the following assumptions:
| Stock Options | Warrants | |
|---|---|---|
| Risk free rate | 3.55% to 3.91% | 3.66% to 4.52% |
| Expected life | 18 to 29 months | 12 to 24 months |
| Expected volatility | 52% to 56% | 52% to 58% |
| Share price | C$3.46 | C$3.46 |
(iv) On May 5, 2023 and immediately prior to the Paycore acquisition the Company owned 2,336,200 Paycore common shares. The Company's investment in Paycore was remeasured at fair value on the acquisition date using the Exchange Ratio and the Company's share price of C$3.46 per share on the acquisition date with the change in fair value recognized through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements.
The table below presents the fair values of the assets acquired and liabilities assumed at the date of acquisition:
| Net assets (liabilities) acquired: | ||
|---|---|---|
| Cash | $ | 10,027 |
| Other assets | 206 | |
| Mineral properties | 92,081 | |
| Accounts payable | (35) | |
| Deferred tax liability | (13,863) | |
| Fair value of net assets acquired | $ | 88,416 |
Ruby Hill Property
During the fourth quarter of 2023 the Company entered into a non-binding term sheet in connection with a potential joint venture with an arm's length party at the Company's Ruby Hill property. In connection with the term sheet, the Company granted the potential partner exclusivity for a period of 120 days subject to extension for an additional 60-day period, in order to complete metallurgical due diligence and negotiate definitive documents. During the exclusivity period, the Company will complete a drill campaign, funded by the potential partner. During the first quarter of 2024, the Company received funding of $2.1 million from the potential partner for costs incurred in relation to the potential joint venture.
4.INVENTORY
| March 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Mineralized material in stockpiles and on leach pads | $ | 12,244 | $ | 7,614 |
| Work-in-process | 2,525 | 778 | ||
| Finished goods | — | 896 | ||
| Materials and supplies | 3,122 | 2,099 | ||
| Total inventory | $ | 17,891 | $ | 11,387 |
The amount of inventory recognized as an expense in cost of sales for the three months ended March 31, 2024 was $8.3 million (2023 - $6.5 million). During the three months ended March 31, 2024, the Company recognized, within cost of sales, inventory write-downs of nil (2023 - $3.5 million) relating to heap leach material at Ruby Hill, Lone Tree and Granite Creek.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
5.OTHER ASSETS
| March 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Silver Purchase Agreement embedded derivative (i) | $ | 1,051 | $ | 1,898 |
| Other assets (ii) | 1,703 | 1,703 | ||
| Operating lease asset | 140 | 187 | ||
| Total other assets | 2,894 | 3,788 | ||
| Less current portion | 2,754 | 3,202 | ||
| Long-term portion | $ | 140 | $ | 586 |
(i) The asset balance represents the embedded derivative in relation to the silver price included in the Silver Purchase Agreement as further described in Note 8 (v) and Note 21 of these Financial Statements. The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss. For the three months ended March 31, 2024, the Company recorded a fair value loss of $0.9 million (2023 - $0.9 million) related to the valuation of the embedded derivative through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements. As of March 31, 2024, the current portion of the Silver Purchase Agreement embedded derivative asset was $1.1 million.
(ii) This balance represents other non-core assets acquired in the Argenta Property acquisition.
6.RESTRICTED CASH
| Property | March 31, 2024 | December 31, 2023 | ||
|---|---|---|---|---|
| Lone Tree, Nevada (i) | $ | 34,730 | $ | 40,243 |
| Ruby Hill, Nevada (ii) | 4,268 | 4,245 | ||
| Total restricted cash and cash equivalents | $ | 38,998 | $ | 44,488 |
(i)The Company has $34.7 million in restricted cash relating to the reclamation of the Company's Lone Tree property.
(ii) The Company has $4.3 million in restricted cash relating to the reclamation of the Company's Ruby Hill property.
(iii) During the first quarter of 2024, $6.0 million in cash collateral was returned to the Company.
7.PROPERTY, PLANT AND EQUIPMENT, NET
| March 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Pre-development and exploration properties | $ | 358,994 | $ | 358,994 |
| Buildings, plant and equipment | 202,448 | 199,831 | ||
| Construction-in-Progress | 23,842 | 25,820 | ||
| Total | 585,284 | 584,645 | ||
| Accumulated depreciation | 15,824 | 15,249 | ||
| Net carrying amounts | $ | 569,460 | $ | 569,396 |
Depreciation, depletion and amortization on property, plant and equipment during the three months ended March 31, 2024 and 2023 include amounts allocated to:
| Three months ended<br>March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Depreciation, depletion and amortization | $ | 377 | $ | 1,421 | |
| Recorded in exploration, evaluation and pre-development | 62 | 55 | |||
| Recorded in general and administrative | 62 | 105 | |||
| Recorded in property maintenance | 256 | 284 | |||
| 757 | 1,865 | ||||
| Inventory movement | 3 | (633) | |||
| Total depletion, depreciation and amortization | $ | 760 | $ | 1,232 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(a)Impairment
The Company regularly reviews the carrying amount of its non-financial assets to determine whether there is any indication that those assets have suffered an impairment loss. Mineral property interests are tested for impairment when events or changes in circumstances indicate that their carrying amount may not be recoverable. In the absence of other factors, a mineral property that has not been actively explored within the past three years and for which no future exploration plans exist will be considered to be impaired. There were no impairments recorded for the three months ended March 31, 2024, and 2023.
(b)Summary of mineral property Net Smelter Return ("NSR") royalties (as at March 31, 2024)
| Active properties | NSR (i) |
|---|---|
| McCoy-Cove, Nevada | 1.5% NSR Maverix Metals Inc. |
| 2% NSR Maverix Metals Inc. | |
| 2% NSR Chiara | |
| Tabor, Nevada | 3% NSR Renaissance |
| Granite Creek | 1-4% NSR Royal Gold/D.M. Duncan |
| 3-5% NSR Royal Gold | |
| 2% NSR Franco-Nevada/S&G Pinson | |
| Portions of 7.5% NSR Stoffer/Noceto/Phillips | |
| 2% NSR Stoffer/Noceto/Phillips/Murphy/Christison | |
| 10% NPI Gold Royalty | |
| 2% Franco-Nevada | |
| 0.5% NSR Nevada Gold Mines | |
| Lone Tree | 5% NSR VEK/Andrus |
| 1% NSR Franco-Nevada Mining Corporation, Inc. | |
| 4% NSR Bronco Creek, Inc. | |
| 5% NSR Marigold Mining Company | |
| 5% NSR Richardson | |
| 5% NSR BTF Properties | |
| 0.5%-1.5% NSR Newmont USA Limited | |
| Ruby Hill | 2.5% NSR Placer Dome U.S. Inc. |
| 3% Biale Trust | |
| 4% NSR Asarco Incorporated | |
| 3% RG Royalties | |
| Golden Hill | 4% NSR Asarco Incorporated |
| 3% NSR RG Royalties | |
| 0.5-1.5% NSR Royalty Consolidation Company | |
| 3% Biale Trust | |
| 4.0% Herrera | |
| 2.0% MacKenzie | |
| 4.0% Fulton/Wycosky |
(i)These royalties are tied to specific mining claims and may not apply to the entire property.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
8.LONG-TERM DEBT
| Orion Convertible Loan<br>(i) | Sprott Convertible Loan<br>(ii) | Convertible Debentures<br>(iii) | A&R Gold Prepay Agreement<br>(iv) | Silver Purchase Agreement<br>(v) | Other | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at January 1, 2023 | $ | 38,232 | $ | 8,612 | $ | — | $ | 34,004 | $ | 32,446 | $ | 565 | $ | 113,859 |
| Fair value on inception | — | — | 61,906 | 16,277 | — | — | 78,183 | |||||||
| Additions and adjustments | — | 362 | — | — | — | 14 | 376 | |||||||
| Amortization of finance costs | 428 | — | 477 | 71 | 20 | — | 996 | |||||||
| Principal repayment | — | (2,038) | — | (17,043) | (6,231) | (297) | (25,609) | |||||||
| Finance charge | 8,104 | 1,352 | 4,557 | 8,867 | 3,427 | — | 26,307 | |||||||
| As at December 31, 2023 | 46,764 | 8,288 | 66,940 | 42,176 | 29,662 | 282 | 194,112 | |||||||
| Additions and adjustments | — | — | — | — | (481) | — | (481) | |||||||
| Amortization of finance costs | 129 | — | 155 | 28 | 1 | — | 313 | |||||||
| Principal repayment | — | — | — | — | — | (140) | (140) | |||||||
| Finance charge | 2,265 | 336 | 1,388 | 2,816 | 911 | — | 7,716 | |||||||
| As at March 31, 2024 | $ | 49,158 | $ | 8,624 | $ | 68,483 | $ | 45,020 | $ | 30,093 | $ | 142 | $ | 201,520 |
| Less current portion | — | — | — | 24,321 | 14,650 | 108 | 39,079 | |||||||
| Long-term portion | $ | 49,158 | $ | 8,624 | $ | 68,483 | $ | 20,699 | $ | 15,443 | $ | 34 | $ | 162,441 |
(i)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 Mine Finance ("Orion") to borrow $50 million (the "Orion Convertible Loan"). The Orion Convertible Loan bears interest at a rate of 8.0% annually and matures on December 13, 2025. The Orion Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature that are considered embedded derivatives by the Company. The change of control feature and conversion feature are classified as derivative financial liabilities measured at fair value. The forced conversion feature is not separated from the host contract as it is considered to be indexed to the Company's shares. During the period ended March 31, 2024, none of the features were exercised. The derivative financial liability was recorded at $13.6 million at inception and $3.8 million at March 31, 2024 (December 31, 2023 - $9.0 million). For the three months ended March 31, 2024, the Company recorded a fair value gain of $5.3 million (2023 - $7.3 million) related to the valuation of the embedded derivatives through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 18.64% to the host liability component. Interest accretion is included in interest expense. Orion is a related party (Note 19).
The initial fair value of the liability portion of the convertible loan was determined using a market interest rate for an equivalent non- convertible loan at the issue date. The liability is subsequently recognized on an amortized cost basis until extinguished on change of control, conversion or maturity of the loan.
(ii)Sprott Convertible Loan
On December 10, 2021, the Company entered into a Convertible Credit Agreement with a fund managed by Sprott Asset Management USA, Inc. and a fund managed by CNL Strategic Asset Management, LLC (“Sprott”) to borrow $10 million (the "Sprott Convertible Loan"). The Sprott Convertible Loan bears interest at a rate of 8.0% annually and matures on December 9, 2025. The Sprott Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature that are considered embedded derivatives by the Company. The change of control feature and conversion feature are classified as derivative financial liabilities measured at fair value. The forced conversion feature is not separated from the host contract as it is considered to be indexed to the Company's shares. During the second quarter of 2023, Sprott converted $1.8 million in principal and $0.2 million in interest into 800,449 common shares of the Company. During the period ended March 31, 2024, none of the features were exercised. The derivative financial liability was recorded at $2.7 million at inception and $0.6 million at March 31, 2024 (December 31, 2023 - $1.5 million). For the three months ended March 31, 2024, the Company recorded a fair value gain of $0.9 million (2023 - $1.1 million) related to the valuation of the embedded derivatives through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 16.10% to the host liability component. Interest accretion is included in interest expense. Sprott is a related party (Note 19).
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 is subsequently recognized on an amortized cost basis until extinguished on control, conversion or maturity of the loan.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
Under the Sprott Convertible Loan and Orion Convertible Loan (the "Convertible Loans"), if a change of control occurs prior to the maturity date, the Company shall make an offer to prepay the Convertible Loans in cash, in an amount equal to 101% of the then outstanding principal amount. Outstanding amounts under the Convertible Loans are 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, C$3.275 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 on the TSX at time of the conversion of such interest. Commencing 120 days following the closing date of the Convertible Loans, on any date when the volume weighted average price equals or exceeds 150% of the conversion price for each of the preceding 20 days, the Company may at its option elect to require the lenders to convert at the conversion price all of the then outstanding principal amount and any accrued and unpaid interest into common shares of the Company.
(iii)Convertible Debentures
On February 22, 2023, the Company closed a private placement offering of $65 million principal amount of secured Convertible Debentures of the Company. The Convertible Debentures bear interest at a fixed rate of 8.00% per annum and will mature on February 22, 2027. Outstanding amounts under the Convertible Debentures are convertible into common shares of the Company at any time prior to maturity at the option of the 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 Convertible Debentures contain a conversion feature, a change of control feature, and a forced conversion feature that are considered embedded derivatives by the Company. The conversion feature, change of control feature, and a forced conversion feature are classified as financial liabilities and not separated from the host liability component. The conversion feature and forced conversion feature are considered to be indexed to the Company's shares. During the period ended March 31, 2024, none of the features were exercised. Interest expense is calculated by applying the effective interest rate of 9.24% to the host liability component. The effective interest rate is calculated based on the host liability component after deducting transactions costs. Interest accretion is included in interest expense
Under the Convertible Debentures if a change of control occurs prior to the maturity date, the Company shall make an offer to prepay the Convertible Debentures in cash, in an amount equal to 104% of the then outstanding principal amount, plus accrued and unpaid interest on such Convertible Debentures up to, and including, the change of control purchase date. The holder of the Convertible Debentures shall have the right, at any time, to convert all or any portion of the principal amount of the Convertible Debentures into common shares of the Company at the conversion price of $3.38 per common share. The holder shall also have the option to elect to convert all or any portion of the accrued and unpaid interest into common shares at a price equal to the greater of (i) the conversion price, (ii) the current market price of the common shares on NYSE at the time of the conversion of such amounts owing, or (iii) 5-day VWAP of the common shares on the TSX. If after 120 days after the issue date and prior to the maturity date, the VWAP of the common shares of the Company as measured in U.S. dollars on the NYSE American equals or exceeds 150% of the conversion price for 20 consecutive trading days, the Company shall have right to convert all but not less than all of the principal amount of the Convertible Debentures, and subject to the approval of the TSX or any applicable stock exchange, all accrued and unpaid interest on the Convertible Debentures (however, that such conversion price of the accrued and unpaid interest must not be less than the VWAP of the common shares on the TSX during the five trading days immediately preceding the relevant date), into common shares at the conversion price. The Convertible Debentures are not redeemable prior to the maturity date. Certain directors and/or officers of the Company subscribed for $0.23 million in principal amount of Convertible Debentures under the offering.
(iv)Gold Prepay Agreement
On December 13, 2021, the Company entered into a gold prepay agreement with Orion (the "Gold Prepay Agreement"). In April 2022, the Gold Prepay Agreement 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 Gold Prepay Agreement. Under the terms of the amended Gold Prepay Agreement, in exchange for $41.9 million, the Company is required to deliver to Orion 3,100 troy ounces of gold for the quarter ending June 30, 2022, and thereafter, 2,100 troy ounces of gold per calendar quarter until September 30, 2025, for aggregate deliveries of 30,400 troy ounces of gold.
On September 20, 2023, the Company entered into an A&R 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 troy ounces of gold over a period of 12 quarters, being 1,110 troy ounces of gold per quarter over the delivery period with the first delivery being 1,123 troy ounces of gold. The first delivery will occur on March 31, 2024, and the last delivery will occur on December 31, 2026. The remaining terms of the A&R Gold Prepay Agreement remain substantially the same as the existing Gold Prepay Agreement. The Company may request an increase in the prepayment by an additional amount not exceeding $50 million in aggregate in accordance with the terms of the A&R Gold Prepay Agreement.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
The Gold Prepay Agreement is recognized as a financial liability at amortized cost and it contains an embedded derivative in relation to the embedded gold price within the agreement that is measured at fair value each reporting period, as further described in Note 10 (iv) and Note 21 of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 27.1% to the financial liability (December 31, 2023 - 27.5%). Interest accretion is included in interest expense. In determining that the A&R Gold Prepay Agreement modification was non-substantial, management accounted for the modification as an adjustment to the existing liability. The 2023 Gold Prepay Accordion liability was recorded at fair value at inception of $16.4 million.
On March 28, 2024, the Company entered into an amending agreement in relation to the A&R Gold Prepay Agreement with Orion pursuant to which the March 31, 2024 quarterly delivery of 3,223 troy ounces of gold was extended from March 31, 2024, to April 15, 2024 (the "First Amending Agreement"). Subsequent to the period ended March 31, 2024, the Company entered into a second amending agreement with Orion, as further described in Note 22 of these Financial Statements.
As of March 31, 2024, the Company had delivered 15,700 troy ounces of gold towards the A&R Gold Prepay Agreement with Orion, leaving 28,033 troy ounces of gold remaining to be delivered under the agreement. Subsequent to the period ended March 31, 2024, the Company delivered 3,223 troy ounces of gold to Orion in relation to the March 31, 2024 quarterly delivery.
(v)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.
On January 12, 2024, the Company entered into an extension agreement in relation to the Silver Purchase Agreement with Orion pursuant to which the 2023 Shortfall Amount Delivery Deadline was extended from January 15, 2024, to April 15, 2024 (the "Extension Agreement"). In connection with the Extension Agreement the Company paid an amendment fee of $0.2 million and issued 0.5 million common share warrants exercisable at C$2.717 per share with an exercise period of 48 months or until January 24, 2028. Subsequent to the period ended March 31, 2024, the Company entered into an amending agreement with Orion, as further described in Note 22 of these Financial Statements.
As of March 31, 2024, the Company had delivered 305,395 ounces of silver towards the Silver Purchase Agreement with Orion. The current portion of the liability is $14.7 million at March 31, 2024, which includes 394,605 ounces in relation to the 2023 Annual Minimum Delivery Amount and 400,000 ounces in relation to the 2024 Annual Minimum Delivery Amount. Subsequent to the period ended March 31, 2024, the Company delivered 394,605 ounces of silver to Orion in full satisfaction of the 2023 Shortfall Amount.
The Silver Purchase Agreement is recognized as a financial liability at amortized cost and it contains two embedded derivatives as further described in Note 5 (i) and Note 21 of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 12.50% to the financial liability (December 31, 2023 - 12.28%). Interest accretion is included in interest expense.
The obligations under the A&R Gold Prepay Agreement and Silver Purchase Agreement are senior 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.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
9.RECLAMATION LIABILITIES
The Company's reclamation liabilities results from mining activities and previously mined property interests. The obligation consists primarily of costs associated with mine reclamation and closure activities. On an ongoing basis, management evaluates its estimates and assumptions, and future expenditures could differ from current estimates. In calculating the best estimate of the Company's obligation on a net present value basis, management used credit adjusted risk-free interest rates ranging from 6.40% to 9.20%. A reconciliation of the discounted obligation is provided below:
| March 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Balance as at January 1 | $ | 49,765 | $ | 47,321 |
| Change in estimate | — | 218 | ||
| Reclamation expenditures | — | (540) | ||
| Accretion expense | 767 | 2,766 | ||
| Balance as at December 31 | 50,532 | 49,765 | ||
| Less current portion | 676 | 543 | ||
| Long-term portion | $ | 49,856 | $ | 49,222 |
10.OTHER LIABILITIES
| March 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Warrant liability (i) | $ | 2,118 | $ | 4,467 |
| Share-based payment liability (ii) | 1,359 | 1,184 | ||
| Orion - Conversion and change of controls rights (iii) | 3,766 | 9,028 | ||
| Sprott - Conversion and change of controls rights (iii) | 605 | 1,459 | ||
| Gold Prepay Agreement embedded derivative (iv) | 5,174 | 1,676 | ||
| Silver Purchase Agreement embedded derivative (v) | 10 | — | ||
| Contingent consideration (vi) | 1,428 | 4,898 | ||
| Lease liability | 248 | 310 | ||
| Total other liabilities | 14,708 | 23,022 | ||
| Less current portion | 5,176 | 6,282 | ||
| Long-term portion | $ | 9,532 | $ | 16,740 |
(i)Warrant liability
Waterton warrants
In connection with the acquisition of Osgood the Company issued to Waterton 12.1 million common share warrants which are exercisable into one fully paid and non-assessable common share of the Company at an exercise price of C$3.64 per share until April 14, 2024. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $6.1 million and at March 31, 2024 nil (December 31, 2023 - $0.1 million). During the first quarter of 2023, Waterton exercised 0.4 million warrants to purchase 0.4 million common shares of the Company.
Orion warrants
In connection with the Orion financing package the Company completed during the fourth quarter of 2021, the Company issued 5.5 million common share warrants exercisable at C$3.275 per share with an exercise period of 36 months or until December 13, 2024. On September 20, 2023, in connection with the A&R Gold Prepay Agreement the Company extended the expiry date by an additional twelve months to December 13, 2025. The initial fair value of the warrants recognized on inception was $3.5 million and at March 31, 2024 $0.9 million (December 31, 2023 - $2.0 million).
In connection with the A&R Gold Prepay Agreement entered into during the third quarter of 2023, the Company issued 3.8 million common share warrants exercisable at C$3.17 per share with an exercise period of 36 months or until September 20, 2026. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $1.9 million and at March 31, 2024 $0.9 million (December 31, 2023 - $1.8 million).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
In connection with the Extension Agreement entered into during the first quarter of 2024, the Company issued 0.5 million common share warrants exercisable at C$2.72 per share with an exercise period of 48 months or until January 24, 2028. The warrants include a four month hold period. The initial fair value of the warrants recognized on inception was $0.3 million and at March 31, 2024 $0.2 million (Note 19).
Paycore replacement warrants
In connection with the Paycore acquisition discussed in Note 3 of these Financial Statements, the Company issued a total of 3.8 million common share warrants for Paycore warrants outstanding on the date of acquisition. The replacement warrants are comprised of 0.2 million common share warrants at an exercise price of C$3.09 per common share until April 20, 2024, 0.3 million common share warrants at an exercise price of C$2.40 per common share until February 9, 2025, and 3.3 million common share warrants at an exercise price of C$4.02 per common share until May 2, 2025. The initial fair value of the warrants recognized on inception was $2.7 million and at March 31, 2024 $0.1 million (December 31, 2023 - $0.6 million).
The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in USD. Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in profit or loss. For the three months ended March 31, 2024, the Company recognized a gain on the revaluation of the liability of $2.6 million (2023 - $5.6 million) through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements.
The fair value of the warrants were calculated using the Black-Scholes option pricing model, or a Monte Carlo simulation model, if applicable taking into the account the four month hold restriction, and with the following weighted average assumptions:
| March 31, 2024 | December 31, 2023 | |
|---|---|---|
| Risk free rate | 3.51% to 4.98% | 3.45% to 5.08% |
| Warrant expected life | 1 to 46 months | 3 to 33 months |
| Expected volatility | 51% to 67% | 42% to 54% |
| Expected dividend | 0% | 0% |
| Share price | C$1.78 | C$2.33 |
As of March 31, 2024, there were 25,216,409 warrants outstanding (December 31, 2023 - 24,716,409).
(ii)Share-based payment liability
The Company recognized a share-based payment liability of $1.4 million at March 31, 2024 (December 31, 2023 - $1.2 million) under the Company's restricted and deferred share unit plans as discussed in Note 11 (e) of these Financial Statements. The current portion of the liability is $0.6 million at March 31, 2024 (December 31, 2023 - $0.5 million).
(iii)Conversion and change of control right
The financial liability represents the conversion and change of control rights included in the Orion and Sprott Convertible Loans as further described in Note 8 (i), Note 8 (ii) and Note 21 of these Financial Statements.
(iv)Gold Prepay Agreement embedded derivative
The financial liability represents the embedded derivative in relation to the fixed gold price included in the Gold Prepay Agreement as further described in Note 8 (iv) and Note 21 of these Financial Statements. The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss. For the three months ended March 31, 2024, the Company recorded a fair value loss of $3.5 million (2023 - $3.1 million) related to the valuation of the embedded derivative through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements.
(v)Silver Purchase Agreement embedded derivative
The liability balance represents the non-current portion of the embedded derivative in relation to the fixed silver price included in the Silver Purchase Agreement as further described in Note 5 (i), Note 8 (v) and Note 21 of these Financial Statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(vi)Contingent consideration
In connection with the acquisition of Osgood from Waterton, the Company recorded a financial liability associated with the contingent value rights obligation. The contingent value rights obligation included a payment to Waterton in the amount of $5.0 million upon the public announcement of a positive production decision related to the Granite Creek Project (underground or open pit) (the "Production Payment"), and an additional $5.0 million upon production of the first ounce of gold (excluding ordinary testing and bulk sampling programs) following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce (the "Price Payment").
In the third quarter of 2022, the Company paid Waterton $5.0 million in cash as part of the contingent value rights Production Payment. In the first quarter of 2024, the Company paid Waterton $3.6 million as part of the contingent value rights Price Payment. Consideration paid to Waterton consisted of 2.7 million common shares of the Company valued at $3.6 million. Subsequent to the period ended March 31, 2024, the Company paid Waterton $1.4 million in cash in full satisfaction of the $5.0 million Price Payment.
(vii)Deferred consideration
In connection with the acquisition of Ruby Hill the Company recorded a financial liability associated with the milestone payments. The four milestone payments and corresponding early prepayment options are as follows:
•$17 million in cash and/or shares of i-80 Gold payable on the earlier of 60 days following the issuance of a press release by the Company regarding the completion of a new or updated Mineral Resource estimate for Ruby Hill or 15 months after closing, based on the market price of i-80 Gold's shares at the time of such payment (the "First Milestone Payment");
•$15 million in cash and/or shares of i-80 payable on the earlier of 60 days following the issuance of a press release by the Company regarding the completion of a Feasibility Study for Ruby Hill or 24 months after closing, based on the market price of i-80 Gold's shares at the time of such payment (the "Second Milestone Payment"). An early prepayment option to reduce the payment by $5 million to $10 million is available if the payment is made less than 15 months after closing and if the payment in shares of the Company does not exceed up to $7.5 million of the total amount, at the Company's discretion.
•$15 million in cash and/or shares of i-80 Gold payable on the earlier of 30 months after closing and 90 days following the announcement by the Company of a construction decision related to a deposit on any portion of Ruby Hill that is not currently being mined, based on the market price of i-80 Gold's shares at the time of such payment (the "Third Milestone Payment"); and
•$20 million in cash and/or shares of i-80 Gold payable on the earlier of 36 months after closing and 90 days following the announcement by the Company of achieving Commercial Production related to a deposit on any portion of Ruby Hill that is not currently being mined, priced based on the market price of i-80 Gold's shares at the time of such payment (the "Fourth Milestone Payment"). An early prepayment option to reduce the payment for the third and fourth milestone payments to $20 million is available if the payments are done prior to 24 months after closing, if the payment in shares of the Company did not exceed up to $10 million of the total amount, at the Company's discretion, and if shares held by Waterton do not exceed 9.99% of the outstanding shares of the Company.
During the first quarter of 2023, the Company exercised the early prepayment option and paid to Waterton total consideration of $27.0 million in satisfaction of the First and Second Milestone Payment. Consideration paid to Waterton consisted of $11.0 million in cash and 5,515,313 common shares of the Company valued at $16.0 million.
During the fourth quarter of 2023, the Company exercised the early prepayment option and paid to Waterton total consideration of $20.0 million in satisfaction of the Third and Fourth Milestone Payment. Consideration paid to Waterton consisted of $10.0 million in cash and 6,613,382 common shares of the Company valued at $10.0 million.
The Company recognized the liability at fair value with changes in fair value recognized in profit or loss. The initial fair value of the liability recognized on inception was $41.9 million. For the three months ended March 31, 2024, the Company recognized a loss on the revaluation of the liability of nil (2023 - $0.4 million) through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
11.COMMON SHARES
(a)Authorized share capital
At March 31, 2024, the authorized share capital consisted of an unlimited number of common shares without par value.
(b)Issued share capital
On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$1.73 for total gross proceeds of C$2.0 million ($1.4 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 10 (vi) of these Financial Statements.
During the first quarter of 2024 the Company completed a non-brokered private placement of common shares. An aggregate of 13,064,204 shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of C$23.5 million ($17.4 million).
On February 9, 2024, the Company issued 1.6 million common shares to Waterton at a price of C$1.80 for total gross proceeds of C$2.9 million ($2.1 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 10 (vi) of these Financial Statements.
On October 16, 2023, the Company issued 6.6 million common shares to Waterton at a price of C$2.057 for total gross proceeds of C$13.6 million ($10.0) as partial consideration of the Third Milestone Payment and Fourth Milestone Payment related to the Ruby Hill deferred consideration, as further described in Note 10 (vii) of these Financial Statements.
On August 1, 2023, the Company completed a private placement of common shares led by CIBC Capital Markets on behalf of a syndicate of underwriters. An aggregate of 13,629,800 shares were issued by the Company at a price of C$2.70 per common share for aggregate gross proceeds of C$36.8 million ($27.7 million). Certain directors and/or officers of the Company subscribed for C$0.5 million in common shares.
On June 27, 2023, Sprott converted $1.8 million in principal and subject to obtaining approval of the TSX $0.2 million in interest of the Convertible Loans into 800,449 common shares of the Company. On July 7, 2023, upon approval of the TSX the Company issued 800,449 common shares to Sprott.
On May 9, 2023, in connection with the Paycore acquisition the Company issued 5,016,991 common shares to Waterton in settlement of the contingent value rights agreement between Paycore and Waterton, as further described in Note 3 of these Financial Statements.
On May 5, 2023, the Company acquired 100% of the issued and outstanding shares of Paycore at the Exchange Ratio issuing 25,488,584 common shares to Paycore shareholders, as further described in Note 3 of these Financial Statements.
On January 16, 2023, the Company issued 5.5 million common shares to Waterton at a price of C$3.8945 for total gross proceeds of C$21.5 million ($16.0 million) as partial consideration of the First Milestone Payment and Second Milestone Payment related to the Ruby Hill deferred consideration, as further described in Note 10 (vii) of these Financial Statements.
The Company issued 0.6 million common shares for stock options and warrants exercised during the three months ended March 31, 2024 (2023 - 0.8 million) and received proceeds of $0.6 million (2023 - $1.8 million).
Subsequent to the period ended March 31, 2024, the Company completed a bought deal public offering, as further described in Note 22 of these Financial Statements.
(c)Share option plan
The Company has a share option plan (the "Plan") which is restricted to directors, officers, key employees and consultants of the Company. The number of common shares subject to options granted under the Plan (and under all other management options and employee stock purchase plans) is limited to 10% in the aggregate and 1% with respect to any one optionee of the number of issued and outstanding common shares of the Company at the date of the grant of the option. Options issued under the Plan may be exercised during a period determined by the Company's Board of Directors which cannot exceed ten years. Vesting periods may range from immediate to five years.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(d)Stock options
The continuity of stock options issued and outstanding are as follows:
| Options outstanding<br><br># | Weighted average price<br><br>C$ | |
|---|---|---|
| Outstanding at December 31, 2022 | 7,878,746 | 2.30 |
| Issued in Paycore Acquisition | 1,727,200 | 1.89 |
| Granted | 2,088,687 | 3.20 |
| Exercised | (526,798) | 2.59 |
| Expired | (16,000) | 2.91 |
| Forfeited | (92,590) | 2.69 |
| Outstanding at December 31, 2023 | 11,059,245 | 2.39 |
| Granted | 891,316 | 1.75 |
| Exercised | (594,800) | 1.34 |
| Expired | (40,000) | 1.39 |
| Forfeited | (30,568) | 3.21 |
| Outstanding at March 31, 2024 | 11,285,193 | 2.39 |
The weighted average share price at the date of exercise for the three months ended March 31, 2024 was C$1.92 (2023 - C$3.17).
At March 31, 2024, the following options were outstanding, and outstanding and exercisable:
| Outstanding | Outstanding and Exercisable | |||||
|---|---|---|---|---|---|---|
| Exercise price<br>CAD | Options<br># | Weighted average exercise price<br><br>C$ | Weighted average remaining life in years | Options<br># | Weighted average exercise price<br><br>C$ | Weighted average remaining life in years |
| $0.59 - $1.69 | 2,610,600 | $1.34 | 1.64 | 2,610,600 | $1.34 | 1.64 |
| $1.70 - $2.64 | 3,850,194 | $2.37 | 3.38 | 3,201,980 | $2.48 | 3.1 |
| $2.65 - $3.17 | 2,450,300 | $2.72 | 2.28 | 2,450,300 | $2.72 | 2.28 |
| $3.18 - $3.67 | 2,374,099 | $3.25 | 3.61 | 1,748,091 | $3.27 | 3.52 |
| 11,285,193 | $2.39 | 2.79 | 10,010,971 | $2.38 | 2.59 |
Total vested stock options at March 31, 2024 were 10,010,971 (December 31, 2023 - 9,081,403) with a weighted average exercise price of C$2.38 (December 31, 2023 - C$2.25).
The Company applies the fair value method of accounting for all share-based compensation awards and accordingly, $0.4 million was recorded for options issued as compensation during the three months ended March 31, 2024 (2023 - $1.1 million) per the table in (f) share-based payments below. The options had a weighted average grant date fair value of C$1.75 at March 31, 2024. As of March 31, 2024, there were 1,274,222 unvested stock options (December 31, 2023 - 1,977,842).
For purposes of the options granted, the fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model, with the following assumptions:
| March 31, <br>2024 | December 31, 2023 | |
|---|---|---|
| Risk-free interest rate | 3.84% to 4.05% | 3.47% to 4.03% |
| Annualized volatility based on historic volatility | 52% | 52% to 60% |
| Expected dividend | Nil | Nil |
| Forfeiture rate | 4.2% | 0.0% to 4.4% |
| Expected option life | 2.5 to 3.5 years | 2.4 to 3.5 years |
(e)Restricted and Deferred Share Unit Plan
The Company adopted the RSU plan to allow the Board of Directors to grant its employees non-transferable share units based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three-year period. Under the RSU plan, the awards can be equity or cash settled immediately upon vesting.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
The Company adopted the DSU plan to grant members of its Board of Directors non-transferable share units based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three-year period. DSUs must be retained until the Director leaves the Board, at which time the awards will be equity or cash settled.
The following table summarizes the continuity of the RSUs and DSUs for the period ended March 31, 2024:
| RSUs outstanding # | DSUs outstanding # | |
|---|---|---|
| Outstanding at December 31, 2022 | 465,642 | 175,091 |
| Granted | 731,543 | 167,374 |
| Settled | (464,159) | — |
| Forfeited | (31,271) | — |
| Outstanding at December 31, 2023 | 701,755 | 342,465 |
| Granted | 2,051,374 | 374,082 |
| Forfeited | (26,437) | — |
| Outstanding at March 31, 2024 | 2,726,692 | 716,547 |
As the RSUs and DSUs are expected to be settled in cash, at March 31, 2024 a current liability of $0.6 million and a long-term liability of $0.7 million was outstanding and included in other liabilities (December 31, 2023 - $0.5 million and $0.7 million, respectively). For the three months ended March 31, 2024, $0.2 million has been recorded as an expense and included in general and administrative expense (2023 - $0.2 million). The total fair value of the vested and unvested RSUs and DSUs at March 31, 2024 was C$6.1 million (December 31, 2023 - $2.4 million).
For purposes of the vesting of the RSUs and DSUs, the fair value of the liability was estimated using the share price of the valuation date and an expected weighted average forfeiture rate of 3% and nil, respectively.
(f)Share-based payments
The following table summarizes share-based payment expense included in the statement of loss during the three months ended March 31, 2024 and 2023:
| Three months ended<br>March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Stock option valuation | $ | 355 | $ | 1,068 | |
| RSUs and DSUs | 175 | 240 | |||
| Total | $ | 530 | $ | 1,308 |
12.BASIC AND DILUTED LOSS PER SHARE
Basic loss per share is calculated based on the weighted average number of common shares and common share equivalents outstanding during the three months ended March 31, 2024, and 2023. Diluted loss per share is based on the assumption that stock options and warrants that have an exercise price less than the average market price of the Company's common shares during the period have been exercised on the later of the beginning of the year and the date granted. Net loss and basic weighted average shares outstanding are reconciled to diluted loss and diluted weighted average shares outstanding, respectively, as follows:
| Three months ended<br>March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Net loss for the period | $ | (19,700) | $ | (22,411) | |
| Basic and diluted weighted average shares outstanding | 305,323,881 | 245,603,313 | |||
| Basic and diluted loss per share | $ | (0.06) | $ | (0.09) |
Convertible loans and debentures of 48,120,362, 11,285,193 stock options (Note 11 (d)) and 25,216,409 warrants (Note 10 (i)) were excluded from the computation of diluted weighted average shares outstanding for the three months ended March 31, 2024 (2023 - 45,190,565, 9,527,123 and 17,211,152, respectively) as their effect would be anti-dilutive.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
13.SUPPLEMENTAL CASH FLOW INFORMATION
(i) The following table summarizes the changes in operating assets and liabilities:
| Three months ended<br>March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Receivables | $ | 2,241 | $ | 96 | |
| Prepaids and deposits | 827 | 1,183 | |||
| Inventory | (6,465) | (3,289) | |||
| Accounts payable and accrued liabilities | (8,181) | (3,249) | |||
| Decrease in working capital | $ | (11,578) | $ | (5,259) |
(ii) The following table summarizes non-cash items included in other income (expense):
| Three months ended<br>March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Gain on warrants | $ | 2,630 | $ | 5,568 | |
| Gain on Convertible Loans derivative | 6,115 | 8,366 | |||
| Loss on deferred consideration | (93) | (516) | |||
| Gain on investments | — | 758 | |||
| Gain on sales from Gold Prepay Agreement | — | 104 | |||
| Loss on Gold Prepay derivative | (3,498) | (3,091) | |||
| Loss on Silver Purchase derivative | (857) | (857) | |||
| Other | 108 | 496 | |||
| Total non-cash items included in other income (expense) | $ | 4,405 | $ | 10,828 |
14.REVENUE
Revenue by customer
The following table represents sales to individual customers representing 100% of the Company's gold and silver revenue:
| Three months ended<br>March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Customer 1 | $ | 4,295 | $ | — | |
| Customer 2 | 3,272 | — | |||
| Customer 3 | 820 | 3,227 | |||
| Customer 4 | 26 | 1,321 | |||
| Total revenue from major customers | $ | 8,413 | $ | 4,548 |
At March 31, 2024, the Company had one customer that made up 81% of trade receivables. At December 31, 2023, the Company had two customers that made up 95% of trade receivables. The Company is not economically dependent on a limited number of customers for the sale of its product because gold and other metals can be sold through numerous commodity market traders worldwide.
Revenue by product
| Three months ended<br>March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Gold and silver | $ | 5,215 | $ | 4,548 | |
| Mineralized material | 3,198 | — | |||
| Total | $ | 8,413 | $ | 4,548 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
15.EXPLORATION, EVALUATION AND PRE-DEVELOPMENT
| Three months ended<br>March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Exploration and evaluation | $ | 1,562 | $ | 10,321 | |
| Pre-development | 5,712 | 4,544 | |||
| Total exploration, evaluation and pre-development | $ | 7,274 | $ | 14,865 |
16.OTHER INCOME, NET
| Three months ended<br>March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Gain on warrants | $ | 2,630 | $ | 5,568 | |
| Gain on Convertible Loans derivative | 6,115 | 8,366 | |||
| Loss on deferred consideration | (93) | (516) | |||
| (Loss) gain on foreign exchange | (68) | 2 | |||
| Gain on investments | — | 758 | |||
| Gain on sales from Gold Prepay Agreement | — | 104 | |||
| Loss on Gold Prepay derivative | (3,498) | (3,091) | |||
| Loss on Silver Purchase derivative | (857) | (857) | |||
| Other | 610 | 763 | |||
| Total other income | $ | 4,839 | $ | 11,097 |
17.INTEREST EXPENSE
| Three months ended<br>March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| Interest accretion on Convertible Loans | $ | 2,601 | $ | 2,209 | |
| Interest accretion on Gold Prepay Agreement | 2,816 | 2,038 | |||
| Interest accretion on Silver Purchase Agreement | 911 | 818 | |||
| Interest accretion on Convertible Debentures | 1,388 | 527 | |||
| Amortization of finance costs | 313 | 181 | |||
| Interest paid | 7 | 12 | |||
| Total interest expense | $ | 8,036 | $ | 5,785 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
18.SEGMENTED INFORMATION
Results of the operating segments are reviewed by the Company's chief operating decision makers ("CODM") to make decisions about resources to be allocated to the segments and to assess their performance. Each CODM is a member of the senior management team who rely on management positioned in each operating segment of the Company.
The results from operations for these reportable segments are summarized in the following tables:
| Three months ended March 31, 2024 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 8,413 | $ | — | $ | — | $ | 8,413 | ||||||||||
| Cost of sales | (8,332) | — | — | (8,332) | ||||||||||||||
| Depletion, depreciation and amortization | (377) | — | — | (377) | ||||||||||||||
| Exploration, evaluation and pre-development | (4,905) | (2,369) | — | (7,274) | ||||||||||||||
| Overhead costs | (3,923) | (253) | (4,371) | (8,547) | ||||||||||||||
| Other income | 135 | — | 4,704 | 4,839 | ||||||||||||||
| Interest expense | (2) | (1) | (8,033) | (8,036) | ||||||||||||||
| Loss before income taxes | (8,991) | (2,623) | (7,700) | (19,314) | ||||||||||||||
| Deferred tax expense | — | — | (386) | (386) | ||||||||||||||
| Loss for the period | $ | (8,991) | $ | (2,623) | $ | (8,086) | $ | (19,700) | ||||||||||
| Three months ended March 31, 2023 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Revenue | $ | 4,548 | $ | — | $ | — | $ | 4,548 | ||||||||||
| Cost of sales | (6,542) | — | — | (6,542) | ||||||||||||||
| Depletion, depreciation and amortization | (1,421) | — | — | (1,421) | ||||||||||||||
| Exploration, evaluation and pre-development | (9,017) | (5,848) | — | (14,865) | ||||||||||||||
| Overhead costs | (2,722) | (234) | (6,684) | (9,640) | ||||||||||||||
| Other (expense) income | (265) | — | 11,362 | 11,097 | ||||||||||||||
| Interest expense | (6) | — | (5,779) | (5,785) | ||||||||||||||
| Loss before income taxes | (15,425) | (6,082) | (1,101) | (22,608) | ||||||||||||||
| Deferred tax recovery | — | — | 197 | 197 | ||||||||||||||
| Loss for the period | $ | (15,425) | $ | (6,082) | $ | (904) | $ | (22,411) | ||||||||||
| As at March 31, 2024 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Capital expenditures | $ | 925 | $ | — | $ | 925 | $ | 1,850 | ||||||||||
| Property, plant and equipment | 423,150 | 143,357 | 2,953 | 569,460 | ||||||||||||||
| Total assets | 486,244 | 143,860 | 18,108 | 648,212 | ||||||||||||||
| Total liabilities | $ | (38,301) | $ | 95,964 | $ | 243,392 | $ | 301,055 | As at December 31, 2023 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Capital expenditures | $ | 17,237 | $ | 91,933 | $ | 338 | $ | 109,508 | ||||||||||
| Property, plant and equipment | 422,845 | 143,378 | 3,173 | 569,396 | ||||||||||||||
| Total assets | 494,657 | 144,194 | 15,432 | 654,283 | ||||||||||||||
| Total liabilities | $ | (32,440) | $ | 96,877 | $ | 244,550 | $ | 308,987 |
1 Includes Ruby Hill, Lone Tree and Granite Creek
2 McCoy-Cove and FAD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
19.RELATED PARTY TRANSACTIONS
The Company had the following transactions with its related parties who have been identified as principal owners.
Related party debt
i.The Company entered into convertible loan agreements with both Orion and Sprott (Note 8). Interest accretion related to the loans are recorded in interest expense (Note 17).
ii.The Company has a gold prepay and silver purchase agreement with Orion (Note 8).
Other liabilities
i.In connection with the financing package completed in 2021 and subsequent amendments, the company issued warrants to Orion (Note 10).
20.COMMITMENTS AND CONTINGENCIES
Surety bonds
At March 31, 2024, the Company has outstanding surety bonds in the amount of $132.8 million in favour of either the United States Department of the Interior, Bureau of Land Management ("BLM"), or the State of Nevada, Department of Conservation & Natural Resources as financial support for environmental reclamation and exploration permitting. This includes surety bonds for the Lone Tree project and the Ruby Hill property in the amounts of $87.0 million and $27.0 million, respectively. The surety bonds are secured by a $39.0 million deposit (December 31, 2023 - $44.5 million) and are subject to fees competitively determined in the marketplace. During the first quarter of 2024, $6.0 million in cash collateral was returned to the Company. The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations. As specific requirements are met, the BLM and State of Nevada as beneficiary of the instruments, will return the instruments to the issuing entity. As these instruments are associated with operating sites with long-lived assets, they will remain outstanding until closure.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
21.FINANCIAL INSTRUMENTS
The Company's operations include the acquisition and exploration of mineral properties in the State of Nevada. The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other risks. Where material, these risks are reviewed and monitored by the Board of Directors.
Fair value
(i)Definitions
ASC 820 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value 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).
(ii)Valuation techniques used to determine fair values
The Company calculates fair values based on the following methods of valuation and assumptions:
a.Financial assets
Financial assets other than the Company's derivative assets described below 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.
b.Financial liabilities
Financial liabilities not classified as fair value through profit or loss are carried at amortized cost. Accounts payable and accrued liabilities approximate their carrying value due to their short term nature.
Share-based payment and warrant liabilities
The share-based payment and warrant liabilities are classified within level 2 of the fair value hierarchy and are fair valued using a valuation model that incorporates such factors as the Company’s share price volatility, risk free rates and expiry dates including managements assumptions on forfeiture rates.
Contingent consideration
Contingent consideration related to Granite Creek was recognized at fair value on acquisition and in the comparative period prior to settlement by the Company during the second quarter of 2024 (Note 10 (vi)). This liability was classified within level 3 of the fair value hierarchy as it involved management's best estimate of whether or not the key activities and market conditions required for each contingent payment would be achieved. The significant unobservable inputs include such inputs as managements estimate of the probability of a positive production decision related to the Granite Creek Project and managements estimate of the probability of producing the first ounce of gold following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce. The fair value of the contingent consideration was the present value of projected future cash flows using a discount rate of 7.5%.
Deferred consideration
Deferred consideration related to Ruby Hill was recognized at fair value on acquisition and in the comparative period prior to settlement by the Company during the third quarter of 2023, as further described in Note 10 (vii) of the Consolidated Financial Statements. This liability was classified within level 3 of the fair value hierarchy as it involved management's best estimate of whether or not the key activities as described in Note 10 (vii) of these Financial Statements required for each milestone payment would be achieved. Management assumed that all milestones would be achieved and the early repayment option would be taken. The fair value of the deferred consideration was the present value of projected future cash flows using a discount rate of 7.5%.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
Convertible Loans
The Convertible Loans contain conversion and change of control rights that are separately measured at fair value each reporting period (level 3). In determining the fair value at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as managements estimate of the probability and date of a change of control event, the Company's share price, share price variability, credit spreads, and interest rates. Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations.
Gold Prepay Agreement
The Gold Prepay Agreement is recognized as a financial liability at amortized cost and contains an embedded derivative in relation to the embedded gold price within the agreement that is measured at fair value each reporting period (level 3). In determining the fair value of the embedded derivative at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as metal prices, metal price volatility, and risk-free borrowing rates. Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations.
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). On initial recognition and at March 31, 2024, the gold substitution option did not have any value. In determining the fair value of the embedded derivatives at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as metal prices, metal price volatility, risk free borrowing rates and the Company's production profile. Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations.
(iii)Fair value measurements using significant unobservable inputs (level 3)
The following tables present the changes in level 3 items for the periods ended March 31, 2024 and December 31, 2023:
| Convertible Loans | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Orion conversion and change of control rights | Sprott conversion and change of control rights | Silver Purchase Agreement - silver price derivative | Gold Prepay Agreement - gold price derivative | Contingent consideration | Deferred consideration | |||||||
| Balance as at January 1, 2023 | $ | (27,029) | $ | (5,299) | $ | 1,898 | $ | 2,916 | $ | (4,541) | $ | (45,805) |
| Repayment | — | — | — | — | — | 47,000 | ||||||
| Fair value adjustments | 18,001 | 3,840 | — | (4,592) | (357) | (1,195) | ||||||
| Balance as at December 31, 2023 | $ | (9,028) | $ | (1,459) | $ | 1,898 | $ | (1,676) | $ | (4,898) | $ | — |
| Repayment | — | — | — | — | 3,600 | — | ||||||
| Fair value adjustments | 5,262 | 854 | (857) | (3,498) | (130) | — | ||||||
| Balance as at March 31, 2024 | $ | (3,766) | $ | (605) | $ | 1,041 | $ | (5,174) | $ | (1,428) | $ | — |
(iv)Valuation inputs and relationships to fair value
The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:
| Balance as at March 31, 2024 | Unobservable input | Fair Value | Change in Fair Value | |
|---|---|---|---|---|
| Assumption: | -10% | 10% | ||
| Silver Purchase Agreement - silver price derivative | Change in forecast silver price | 1,041 | 2,732 | (2,732) |
| A&R Gold Prepay Agreement - gold price derivative | Change in forecast gold price | (5,174) | 5,641 | (5,641) |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
22.SUBSEQUENT EVENTS
Bought Deal Public Offering
On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69,698,050 units (each, a “Unit“) at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately C$115 million (the “Offering“), including the full exercise of the previously announced over-allotment option. Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. Each warrant is exercisable to acquire one common share of the Company for a period of 48 months from closing of the Offering at an exercise price of C$2.15 per share.
The underwriters were paid a cash commission equal to 5% of the gross proceeds of the Offering, excluding proceeds from sales of Units to certain president’s list purchasers. The Offering was completed pursuant to a short form prospectus dated April 25, 2024 (the “Prospectus“). Certain directors and officers of the Company purchased an aggregate of 300,000 Units pursuant to the Offering.
Second Amending Gold Prepay Agreement
On April 24, 2024, the Company entered into a second amending agreement with Orion to amend the terms of the A&R Gold Prepay Agreement (the “Second A&R Gold Prepay Agreement). In accordance with the terms of the Second A&R Gold Prepay Agreement, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the A&R Gold Prepay Agreement until May 10, 2024.
In addition, if the Company meets the Gold Option Criteria (as defined below) it may elect to defer the deadline to deliver any of its quarterly gold delivery obligations for the 2024 calendar year (each instance, a “Gold Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted quarterly gold quantities (multiplied by 1.15 for gold deliveries made prior to June 30, 2025 and 1.19 for gold deliveries made thereafter). In order for the Company to implement a Gold Deferral, (i) it must be in compliance with the use of proceeds section as described in the Prospectus (the “Budget”) and (ii) after assuming the delivery of the applicable quarterly gold quantity on the applicable unextended quarterly deadline, the Company would not have sufficient funds to remain in compliance with the Budget (collectively, the “Gold Option Criteria”). In addition, should the Company complete an equity offering after the date of the Second A&R Gold Prepay Agreement until September 30, 2025 (other than the Offering pursuant to the Prospectus), the Company will be required to deliver such number of gold ounces to Orion as is equal to 34% of the net proceeds of such offering, divided by the applicable gold price at such time, by way of a prepayment of the Company’s quarterly deliveries for the 2024 calendar year; provided that at such time a notice of Gold Deferral has been delivered in accordance with the Gold Prepay Amendment.
The Second A&R Gold Prepay Agreement is subject to standard conditions and covenants, including minimum cash balance and certain reporting requirements. Obligations under the Second A&R Gold Prepay Agreement continue to be senior 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. In connection with the Second A&R Gold Prepay Agreement the Company paid an amendment fee of $0.5 million to Orion.
Amendment to Silver Purchase Agreement
On April 24, 2024, the Company entered into an amending agreement with Orion (the “Amended Silver Purchase Agreement”) to amend the terms of its Silver Purchase Agreement. In accordance with the terms of the Amended Silver Purchase Agreement, Orion agreed to extend the deadline for the outstanding deliveries required to be made on or before April 15, 2024 under the Amended Silver Purchase Agreement until May 10, 2024.
If the Company meets the Stream Option Criteria (as defined below) it may elect to defer the requirements to deliver its annual minimum delivery amount for 2024 (a “Stream Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted annual minimum delivery amount (multiplied by 1.07 for silver deliveries made prior to June 30, 2025 and 1.11 for silver deliveries made thereafter). In order for the Company to implement a Stream Deferral, (i) it must be in compliance with the Budget and (ii) after assuming the delivery of the applicable minimum delivery amount in respect of 2024 by January 15, 2025, the Company would not have sufficient funds to remain in compliance with the Budget (collectively, the “Stream Option Criteria”). In addition, should the Company complete an equity offering on or after January 1, 2025 until September 30, 2025, the Company will be required to deliver such number of ounces of refined silver to Orion as is equal to 16% of the net proceeds of such offering, divided by the applicable silver market price at such time; provided that at such time a notice of Stream Deferral has been delivered in accordance with the Amended Silver Purchase Agreement.
The Amended Silver Purchase Agreement is subject to standard conditions and covenants, including minimum cash balance and certain reporting requirements. Obligations under the Amended Silver Purchase Agreement continue to be senior 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. In connection with the Amended Silver Purchase Agreement the Company paid an amendment fee of $0.25 million to Orion.
25
Document
Management's Discussion and Analysis of Operations and Financial Condition
This Management's Discussion and Analysis of Operations and Financial Condition (“MD&A”) of i-80 Gold Corp. (“i-80 Gold” or the “Company”) should be read in conjunction with the Company’s unaudited condensed consolidated financial statements (the “Financial Statements”) for the three months ended March 31, 2024, and the notes thereto. The Company's Financial Statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America ("US GAAP") as issued by the Financial Accounting Standards Board (“FASB”) as applicable to interim financial statements. Unless otherwise stated, all amounts discussed herein are denominated in U.S. dollars (C$ represents Canadian dollars). Additionally, this MD&A should be read in conjunction with Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations and the Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025. Readers are encouraged to read the Company’s public information filings on i-80 Gold’s web-site at www.i80gold.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.
This discussion provides management's analysis of the Company’s historical operating and financial results and provides estimates of future operating and financial performance based on information currently available. Actual results may vary from estimates and the variances may be significant. Readers should be aware that historical results are not necessarily indicative of future performance. Cautionary statements regarding mineral reserves and mineral resources, and forward-looking information can be found in the Sections titled “Technical Information” and “Cautionary Statements on Forward-Looking Statements” in this MD&A.
The Company has included certain non-GAAP financial performance measures, which the Company believes, that together with measures determined in accordance with US GAAP, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-GAAP financial performance measures do not have any standardized meaning prescribed under US GAAP, and therefore they may not be comparable to similar non-GAAP financial performance measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with US GAAP. Descriptions and reconciliations associated with the non-GAAP financial performance measures can be found in the section titled “Non-GAAP Financial Performance Measures” in this MD&A.
Transition to US Generally Accepted Accounting Principles
Historically, the Company has prepared its Financial Statements under IFRS Accounting Standards for reporting as permitted by security regulators in Canada, as well as in the United States under the status of a foreign private issuer as defined by the United States Securities and Exchange Commission (the “SEC”). On June 28, 2024, the Company determined that it no longer qualifies as a foreign private issuer under the SEC rules. As a result, beginning January 1, 2025 the Company is required to report with the SEC on domestic forms and comply with domestic company rules. Consequently, the Company will be required to prepare its financial statements using United States Generally Accepted Accounting Principles (“US GAAP”), presented in U.S. dollars, effective beginning with the Company’s 2024 annual consolidated financial statements and for all subsequent reporting periods. The transition to US GAAP will be made retrospectively.
Transition from Foreign Private Issuer Status
As noted above, the Company will begin reporting with the SEC on U.S. domestic forms, using US GAAP, and including the required mining disclosures per the SEC Modernization Rules. The transition from foreign private issuer status is expected to result in an increase in general and administrative costs due to the conversion from IFRS Accounting Standards to US GAAP presentations as well as additional compliance costs relating to mining disclosure requirements under the SEC Modernization Rules
OVERVIEW
Company Overview
i-80 Gold Corp. is a Nevada-focused growth-oriented gold and silver producer engaged in the exploration, development, and production of gold, silver and polymetallic deposits. The Company's principal assets (all wholly-owned) include the Granite Creek property, Ruby Hill property, Lone Tree property, McCoy-Cove project and FAD property.
The Company was incorporated on November 10, 2020, in the province of British Columbia, Canada. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol IAU and the New York Stock Exchange (“NYSE”) under the symbol IAUX. The Company’s head office is located in Reno, Nevada.
Highlights
First Quarter
•Continued drilling of polymetallic mineralization at the Ruby Hill mine (4,032 feet).
•3,178 feet Horizontal and vertical development at Granite Creek
•Continued underground core drilling delineation of the CSD Gap and Helen zones at the McCoy-Cove project (3,594 feet).
•Gold sales of 2,486 ounces at a realized gold price of $2,083 per ounce.
•10,167 tons of mineralized material sold for total revenues of $3.2 million.
•March 31, 2024 cash balance of $13.1 million and $39.0 million in restricted cash.
Financing Agreements
Bought Deal
On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69,698,050 units at a price of C$1.65 per unit for aggregate gross proceeds of approximately C$115.0 million. Each unit is comprised of one common share and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of C$2.15 for a period of 48 months following the closing of the offering.
Private Placement of Common Shares
During the three months ended March 31, 2024, the Company completed a non-brokered private placement of common shares. An aggregate of 13,064,204 shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of C$23.5 million ($17.4 million).
Contingent Payment
On February 9, 2024, the Company issued 1,600,000 common shares to Waterton at a price of C$1.80 for total gross proceeds of C$2.9 million ($2.1 million) as partial consideration of the contingent value rights payment related to Granite Creek due upon production of the first ounce of gold (excluding ordinary testing and bulk sampling programs) following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce, as further described in Note 7 (b) of the Financial Statements.
.
On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$1.73 for total gross proceeds of C$2.0 million ($1.4 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in the Financial Statements.
Subsequent to the period ended March 31, 2024, the Company paid to Waterton $1.4 million in cash in full satisfaction of the $5.0 million price payment. At March 31, 2024, the $1.4 million balance payable in relation to the price payment is recorded in accrued liabilities and the $5.0 million price payment is recorded in property, plant and equipment on the consolidated statements of financial position.
Gold Prepay Agreement
On March 28, 2024, the Company entered into an amending agreement in relation to the gold prepay agreement (“Gold Prepay Agreement”) with Orion Mine Finance (“Orion”) pursuant to which the March 31, 2024 quarterly delivery of 3,223 troy ounces of gold was extended from March 31, 2024, to April 15, 2024 (the "First Amending Agreement").
On April 24, 2024, the Company entered into a second amending agreement with Orion to amend the terms of the A&R Gold Prepay Agreement (the “Second A&R Gold Prepay Agreement). In accordance with the terms of the Second A&R Gold Prepay Agreement, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the A&R Gold Prepay Agreement until May 10, 2024.
As of March 31, 2024, the Company had delivered 15,700 troy ounces of gold towards the A&R Gold Prepay Agreement with Orion, leaving 28,033 troy ounces of gold remaining to be delivered under the agreement.
Silver Purchase Agreement
On January 12, 2024, the Company entered into an extension agreement in relation to the silver purchase and sale agreement entered into with affiliates of Orion (“Silver Purchase Agreement”) pursuant to which in the event that the amount of silver delivered under the Silver Purchase Agreement is less than the 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"). The 2023 Shortfall Amount Delivery Deadline was extended from January 15, 2024, to April 15, 2024 (the "Extension Agreement"). In connection with the Extension Agreement, the Company paid an amendment fee of $0.2 million and issued 0.5 million common share warrants exercisable at C$2.72 per share with an exercise period of 48 months or until January 24, 2028.
On April 24, 2024, the Company entered into an amending agreement with Orion (the “Amended Silver Purchase Agreement”) to amend the terms of its Silver Purchase Agreement. In accordance with the terms of the Amended Silver Purchase Agreement, Orion agreed to extend the deadline for the outstanding deliveries required to be made on or before April 15, 2024 under the Amended Silver Purchase Agreement until May 10, 2024.
As of March 31, 2024, the Company had delivered 305,395 ounces of silver towards the Silver Purchase Agreement with Orion. The current portion of the liability is $14.7 million at March 31, 2024, which includes 394,605 ounces in relation to the 2023 Annual Minimum Delivery Amount and 400,000 ounces in relation to the 2024 Annual Minimum Delivery Amount. Subsequent to the period ended March 31, 2024, the Company delivered 394,605 ounces of silver to Orion in full satisfaction of the 2023 Shortfall Amount.
DISCUSSION OF OPERATIONAL RESULTS
Granite Creek mine
The Granite Creek mine has an extended history of gold exploration and mining activity. Gold was initially discovered in the mid to late 1930’s. Approximately one million ounces have been produced from the property since that time. The Granite Creek mine comprises of several land parcels which now encompass approximately 4,480 acres, located in the Potosi mining district, 27 miles northeast of Winnemucca, within the southeastern part of Humboldt County, Nevada. The seven-square miles of land contain all areas of past gold production and the area of the currently estimated mineral resource. This area includes the historical Pinson Mine. Highlights for the three months ended March 31, 2024, include:
•Sale of total mineralized oxide material of 10,167 tons for proceeds of $3.2 million for the three months ended March 31, 2024.
•28,500 tons of mineralized material added to stockpile, bringing the total stockpile material to 37,907 tons before sales.
•No mineralized sulfide material sales occurred in Q1 2024, mineralized sulfide material sales are expected to resume in Q2 2024 once the processing of the 2023 sulfide purchase and sale agreement is completed.
•3,178 feet of horizontal development.
•For the three months ended March 31, 2024, the mine plan focused heavily on development tonnes.
The management of increased groundwater inflows into the underground workings continues to be a top priority. Dewatering Well #6 was completed and is in operation, and a second contact water discharge line was commissioned from the underground workings. The Company has completed a water treatment plant. These mitigations are improving mining conditions underground and the Company will continue to explore ways to remove additional groundwater from the mine.
McCoy-Cove project
The McCoy-Cove project 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. The McCoy-Cove project is, for the most part, on land controlled by the U.S. Department of Interior, Bureau of Land Management ("BLM") and patented mining claims. The McCoy-Cove project consists of 1,535 100%-owned unpatented claims and twelve leased patented claims. Highlights for the three months ended March 31, 2024, include:
•Achieved high grade infill drilling results at Helen and Gap Zones for the three months ended March 31, 2024.
•3,594 feet of total drilling completed, for the three months ended March 31, 2024.
•Baseline field studies including air quality analyses, cultural resources, biological, geochemical, and hydrological continue to move forward.
•Preliminary work has also commenced on the Environmental Impact Statement (EIS) NEPA third-party contractor process with a contract award expected sometime in the second half of 2024.
Ruby Hill mine
The Ruby Hill mine is located within the Battle Mountain-Eureka Trend, and is host to the Archimedes open pit and multiple gold, silver and base metal deposits. Processing infrastructure at Ruby Hill includes a primary crushing plant, grinding mill, leach pad, and carbon-in-column circuit. The Company's interest in the Ruby Hill mine is held through Ruby Hill Mining Company, LLC. Highlights for the three months ended March 31, 2024, include:
•Gold production and sales of 444 ounces for the three months ended March 31, 2024.
•Average realized gold price1 of $2,016 per ounce sold for the three months ended March 31, 2024.
•High grade polymetallic base metal drilling results from Hilltop Zones.
•Advancing permitting for underground development.
•The heap leach pad is nearing the end of its production cycle and the Company analyzes the breakeven cost and anticipates that the heap leach pad will cease production in 2024.
Lone Tree mine
The Lone Tree mine is an advanced-stage development project located within the Battle Mountain-Eureka Trend, midway between the Company's Granite Creek and McCoy-Cove projects. The property consists of the past-producing Lone Tree mine and processing facility, as well as the nearby Buffalo Mountain deposit and the Brooks open pit mine, which is currently on care and maintenance. Processing infrastructure at Lone Tree includes an autoclave, carbon-in-leach mill, flotation mill, heap leach facility, assay lab and gold refinery, tailings dam, waste dumps and several buildings that the Company anticipates will be useful for developing all mining projects, including a warehouse, maintenance shop and administration building. Highlights for the three months ended March 31, 2024, include:
•Gold production and sales of 2,042 ounces for the three months ended March 31, 2024.
•Average realized gold price of $2,097 per ounce sold1 for the three months ended March 31, 2024.
•The Company continues its review of the value engineering studies and total refurbishment cost for the autoclave.
1 See “Non-GAAP Financial Performance Measures” section of this MD&A.
Exploration, Evaluation and Pre-development
During the three months ended March 31, 2024, the Company was primarily focused on exploration and pre-development activities at the McCoy-Cove projects and the Ruby Hill mine. The following table represents the cumulative exploration, evaluation, and pre-development expenses to date by project.
| Status | Cumulative to December 31, 2022 | Period ending December 31, 2023 | Cumulative to December 31, 2023 | Period ending March 31, 2024 | Cumulative life of project to date | |
|---|---|---|---|---|---|---|
| (in thousands of U.S. dollars) | ||||||
| Granite Creek, Nevada | Active | 22,001 | 20,405 | 42,406 | 4,481 | 46,887 |
| McCoy-Cove, Nevada | Active | 61,942 | 19,558 | 81,500 | 2,260 | 83,760 |
| Lone Tree, Nevada | Active | 4 | — | 4 | 1 | 5 |
| Ruby Hill, Nevada | Active | 20,377 | 17,063 | 37,440 | 416 | 37,856 |
| FAD, Nevada | Active | — | 3,675 | 3,675 | 97 | 3,772 |
| Buffalo Mountain, Nevada | Active | 1,483 | 332 | 1,815 | 8 | 1,823 |
| Goldbanks, Nevada | Terminated | 7,420 | — | 7,420 | — | 7,420 |
| Rye, Nevada | Terminated | 1,196 | — | 1,196 | — | 1,196 |
| Other (i) | 488 | 59 | 547 | 11 | 558 | |
| Total | 114,911 | 61,092 | 176,003 | 7,274 | 183,277 |
(i)Other includes technical work not associated with an above property
Granite Creek mine
Water treatment plant has been completed and permit has been received in 2024. Granite Creek incurred pre-development costs of $4.3 million.
McCoy-Cove project
Underground delineation drilling continued, with 3,594 feet of core drilled for the three months ended March 31, 2024. Expenditures continued during the quarter on the hydrology studies, and engineering of de-watering and mining options. The exploration decline was completed in 2023. McCoy-Cove pre-development costs were $1.2 million.
Ruby Hill mine
During the three months ended March 31, 2024, drilling at Ruby Hill was focused on advancing exploration and delineation of multiple CRD mineralized discoveries. Definition and expansion drilling of high-grade polymetallic mineralization along the Hilltop fault structure remains a priority. 4,032 feet of core drilling was completed during the three months ended March 31, 2024. Drilling cost at Ruby Hill was significantly lower due to the Company pausing activities during the due diligence exclusive period for potential joint-venture partner. During this time, potential partner funded all drilling activities at the Ruby Hill property (4,032 feet). The Company was able to utilize the data from these drilling activities to advance our knowledge of the potential resource base and metallurgical characteristics of the deposit. The Ruby Hill property provides significant diversification as it is host to oxide gold, sulphide gold, polymetallic CRD and base metal mineralization. Metallurgical work continues on the flotation optimization of base metals at the Hilltop deposit.
DISCUSSION OF FINANCIAL RESULTS
| Three months ended<br>March 31, | |||
|---|---|---|---|
| (in thousands of U.S. dollars, unless otherwise noted) | 2024 | 2023 | |
| Revenue | 8,413 | 4,548 | |
| Cost of sales | (8,332) | (6,542) | |
| Depletion, depreciation and amortization | (377) | (1,421) | |
| Gross loss | (296) | (3,415) | |
| Expenses | |||
| Exploration, evaluation and pre-development | 7,274 | 14,865 | |
| General and administrative | 4,225 | 6,499 | |
| Property maintenance | 4,322 | 3,141 | |
| Operating loss | (16,117) | (27,920) | |
| Other income | 4,839 | 11,097 | |
| Finance expense | (8,036) | (5,785) | |
| Loss before income taxes | (19,314) | (22,608) | |
| Deferred tax (expense) recovery | (386) | 197 | |
| Loss and comprehensive loss | (19,700) | (22,411) |
DISCUSSION OF FINANCIAL RESULTS
Financial results for the three months ended March 31, 2024
Gross loss for the three months ended March 31, 2024 was $0.3 million, primarily due to revenues of $8.4 million from sales of 10,167 tons of oxide material, 2,486 ounces of gold, and 1,597 ounces of silver, offset by cost of sales of $8.3 million and $0.4 million of depletion, depreciation and amortization. Sales of 10,167 tons of mineralized oxide material resulted in ore sale revenues of 3.2 million. Cost of sales increased mainly due to higher processing costs from ore sale agreements and higher cost per ounce from leach pads reaching the end of their life cycle at the Ruby Hill and Lone Tree mine. Gross loss for the three months ended March 31, 2023 was $3.4 million, primarily due to cost of sales of $6.5 million and depletion, depreciation and amortization of $1.4 million, offset by revenue of $4.5 million from sales of 2,349 ounces of gold and 954 ounces of silver.
Loss from operations for the three months ended March 31, 2024 was $16.1 million compared to operating loss of $27.9 million in the comparative prior year period. The decrease of $11.8 million was primarily due to decreases in exploration, evaluation and pre-development expenses of $7.6 million period over period and decrease in gross loss of $3.1 million.
Exploration expense and pre-development
| Three months ended<br>March 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Granite Creek, Nevada | 177 | (8) |
| Ruby Hill, Nevada | 220 | 5,349 |
| McCoy-Cove, Nevada | 1,057 | 4,904 |
| Buffalo Mountain, Nevada | — | 65 |
| FAD, Nevada | 97 | — |
| Other | 11 | 11 |
| Total exploration and evaluation | 1,562 | 10,321 |
| Granite Creek, Nevada | 4,311 | 3,330 |
| Ruby Hill, Nevada | 196 | 214 |
| McCoy-Cove, Nevada | 1,204 | 933 |
| Buffalo Mountain, Nevada | 1 | 67 |
| Total pre-development | 5,712 | 4,544 |
| Total exploration and evaluation and pre-development | 7,274 | 14,865 |
For the three months ended March 31, 2024, the company recognized $7.3 million of exploration, evaluation and pre-development expenses, $7.6 million lower compared to the three month period ended March 31, 2023. The lower exploration expense for the three months ended March 31, 2024 was a result of the Company pausing activities during the due diligence exclusive period for potential joint-venture partner. During this time, potential partner funded all drilling activities at the Ruby Hill property (4,032 feet). The Company was able to utilize the data from these drilling activities to advance our knowledge of the potential resource base and metallurgical characteristics of the deposit. The decrease was primarily due to reduction in expense of $5.1 million due in part to $2.1 million funding as described above and $3.8 million reduction at McCoy-Cove related to underground delineation, hydrology studies, and engineering of de-watering and mining options.
Property maintenance expenses were $4.3 million for the three months ended March 31, 2024, an increase of $1.2 million mainly due to costs incurred to support other activities such as insurance, safety, environmental and compliance that are not directly attributable to leaching activities at sites.
Other income, net
| Three months ended<br>March 31, | ||
|---|---|---|
| (in thousands of U.S. dollars) | 2024 | 2023 |
| Gain on convertible loans | 6,115 | 8,366 |
| Gain on warrants | 2,630 | 5,568 |
| Loss on Gold Prepay derivative | (3,498) | (3,091) |
| Loss on Silver Purchase derivative | (857) | (857) |
| Loss on deferred consideration | (93) | (516) |
| (Loss) gain on foreign exchange | (68) | 2 |
| Gain on investments | — | 758 |
| Gain on sales from Gold Prepay Agreement | — | 104 |
| Other income | 610 | 763 |
| Total other income, net | 4,839 | 11,097 |
Other income, net for the three months ended March 31, 2024 was $4.8 million compared to other income of $11.1 million for the three months ended March 31, 2023, a decrease of $6.3 million. Other income of $4.8 million for the three months ended March 31, 2024, was primarily driven by $6.1 million gain on the embedded derivatives within the convertible loans, and $2.6 million gain on the fair value of warrants, offset by $4.4 million loss on the embedded derivatives on the gold prepay and silver purchase agreement. The gain on the embedded derivatives within the convertible loans and the fair value of warrants was driven by a decrease in the Company’s share price during the period. The loss on the gold prepay and silver purchase agreements were driven by an increase in the gold and silver forward prices during the period. For the three months ended March 31, 2023, other income of $11.1 million was primarily driven by $8.4 million gain on the embedded derivatives within the convertible loans, $5.6 million gain on the fair value of warrants, offset by $3.9 million loss on the gold prepay and silver purchase agreements.
Interest Expense
| Three months ended<br>March 31, | ||
|---|---|---|
| (in thousands of U.S. dollars) | 2024 | 2023 |
| Interest accretion on Gold Prepay Agreement | 2,816 | 2,038 |
| Interest accretion on convertible loans | 2,601 | 2,209 |
| Interest accretion on convertible debentures | 1,388 | 527 |
| Interest accretion on silver purchase agreement | 911 | 818 |
| Amortization of finance costs | 313 | 181 |
| Interest paid | 7 | 12 |
| Total interest expense | 8,036 | 5,785 |
Interest expense for the three months ended March 31, 2024 was $8.0 million, an increase of $2.2 million compared to the three months ended March 31, 2023, primarily from increased interest accretion on convertible debentures of $0.9 million, $0.8 million interest accretion on gold prepay agreement and $0.4 million interest accretion on convertible loans.
DISCUSSION FINANCIAL POSITION
Balance Sheet Review
Assets
Cash equivalents decreased by $3.2 million from $16.3 million at December 31, 2023 to $13.1 million at March 31, 2024, the decrease is primarily due to $25.2 million cash used in operating activities, partially offset by $17.3 million cash provided by financing activities. Cash used in operating activities of $25.2 million are lower compared to prior period due to lower loss gross loss and lower exploration and pre-
development activities at McCoy-Cove project, Ruby Hill mine, Granite Creek mine and the newly acquired FAD project. These cash outflows were offset by the cash provided by proceeds from equity offering of $17.4 million and $6.0 million release of collateral on the surety bonds at Lone Tree.
Inventory increased from $11.4 million at December 31, 2023 to $17.9 million at March 31, 2024, and primarily due to the buildup of mineralized material stockpiles from the Granite Creek mine.
Property, plant and equipment increased from $569.4 million at December 31, 2023 to $569.5 million at March 31, 2024 and remained constant.
Restricted cash and cash equivalents decreased from $44.5 million at December 31, 2023 to $39.0 million at March 31, 2024, due to $6.0 million release of collateral on the surety bonds at Lone Tree.
Liabilities
Accounts payable and accrued liabilities decreased from a total of $27.2 million at December 31, 2023 to a total of $19.0 million at March 31, 2024, mainly due to increased payment to vendors in the current period.
Current portion of long-term debt increased by $7.9 million, mainly due to interest accretion and amortization of financing costs of $7.7 million, offset by debt repayments of $0.1 million.
Total other liabilities decreased $8.3 million primarily due to the fair value decrease on the embedded derivatives related to the convertible loans of $6.1 million, and the warrants of $2.3 million, offset by change in the Gold Prepay Agreement of $3.5 million.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity Outlook
| (in thousands of U.S. dollars) | March 31, 2024 | December 31, 2023 |
|---|---|---|
| Cash and cash equivalents | 13,090 | 16,277 |
| Working capital | (24,320) | (25,349) |
The Company's operations include the acquisition and exploration of mineral properties in the State of Nevada. The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other risks. Where material, these risks are reviewed and monitored by the Board of Directors.
As of March 31, 2024, working capital deficit was $24.3 million compared to $25.3 million as of December 31, 2023. The deficit increased primarily due to increases in current portion of long term debt of $7.9 million and increases in accounts payable and accrued liabilities of $8.2 million and decreases in cash and cash equivalents of $3.2 million, offset by decreases in accounts payable and accrued liabilities of $8.2 million, increases in inventory of $6.5 million, and decreases in current portion of other liabilities of $1.1 million.
On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69,698,050 units at a price of C$1.65 per unit for aggregate gross proceeds of approximately C$115.0 million. Each unit is comprised of one common share and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of C$2.15 for a period of 48 months following the closing of the offering.
During the three months ended March 31, 2024, the Company completed a non-brokered private placement of common shares. An aggregate of 13,064,204 shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of C$23.5 million ($17.4 million).
The Company’s ability to execute its plan and fulfill its commitments as they come due is dependent upon its success in obtaining additional financing. While management has been successful in raising additional funds in the past, there can be no assurance that it will be able to do so in the future. Given the Company’s current operating losses and management’s expectation of future losses until it has fully executed its strategy, the inability of the Company to arrange appropriate financing in a timely manner could result in the carrying value of the Company’s assets being subject to material adjustment. These conditions indicate the existence of material uncertainties which casts significant doubt as to the Company’s ability to continue as a going concern.
As of March 31, 2024, the Company had aggregate consolidated indebtedness of approximately $201.5 million. The Company's ability to make scheduled payments of the principal of, to pay interest on or to refinance its indebtedness depends on the Company's future performance, which is subject to economic, financial, competitive and other factors many of which are not under the control of the Company. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due, including, among others, debt repayments, interest payments and contractual commitments.
The Company may not generate cash flow from operations in the future sufficient to service the debt and make necessary capital expenditures. If the Company is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. The Company's ability to refinance its indebtedness will depend on the capital markets and its financial condition at such time. The Company may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on its debt obligations.
From time to time, debt instruments to which the Company may become party may require the Company to satisfy various affirmative and negative covenants and to meet certain financial ratios and tests. These covenants may limit, among other things, the Company's ability to incur further indebtedness, create certain liens on assets or engage in certain types of transactions. There are no assurances that, in the future, the Company will not, as a result of such covenants, be limited in its ability to respond to changes in its business or competitive activities or be restricted in its ability to engage in mergers, acquisitions or dispositions of assets. Furthermore, a failure to comply with such covenants could result in an event of default under any debt instruments may allow the lenders thereunder to accelerate repayment obligations or enforce security (if any).
Cash Flows
| Three months ended<br>March 31, | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| OPERATING ACTIVITIES | |||||
| Net loss | $ | (19,700) | $ | (22,411) | |
| Adjustments | (5,523) | (6,647) | |||
| Cash used in operating activities | $ | (25,223) | $ | (29,058) | |
| INVESTING ACTIVITIES | |||||
| Capital expenditures on property, plant and equipment | (702) | (3,903) | |||
| Purchase of investments | — | (894) | |||
| Cash provided used in investing activities | $ | (702) | $ | (4,797) | |
| FINANCING ACTIVITIES | |||||
| Proceeds from shares issued in equity financing | 17,436 | — | |||
| Net proceeds on Convertible Debentures | — | 61,906 | |||
| Contingent payments | — | (11,000) | |||
| Principal repayment on Gold Prepay Agreement | — | (4,115) | |||
| Principal repayment on Silver Purchase Agreement | — | (5,641) | |||
| Share issue costs | (380) | — | |||
| Stock option and warrant exercises | 586 | 1,713 | |||
| Finance fees paid | (200) | — | |||
| Other | (125) | (100) | |||
| Cash provided by financing activities | $ | 17,317 | $ | 42,763 | |
| Change in cash and cash equivalents and restricted cash during the period | (8,608) | 8,908 | |||
| Cash and cash equivalents and restricted cash, beginning of period | 60,765 | 81,178 | |||
| Effect of exchange rate changes on cash held | (69) | 5 | |||
| Cash and cash equivalents and restricted cash, end of period | $ | 52,088 | $ | 90,091 |
Cash flows for the three months ended March 31, 2024
Cash used in operating activities for the three months ended March 31, 2024, was $25.2 million compared to $29.1 million cash used in operating activities in the comparative period in 2023. The $3.8 million decrease in cash used in operating activities over the three month period of 2024 as compared to the three month period of 2023 was primarily related to higher revenue and interest expense, offset by changes in other income. Higher revenue for the period was from higher average realized gold price per ounce sold and slightly higher gold ounces sold in the three month period of 2024 as compared to the three month period of 2023. Changes in cash flows from non-cash working capital related to operations was mostly related to cash outflows of $4.9 million from accounts payable and accrued liabilities and inventory of $6.5 million, offset by cash inflows from receivables of $2.2 million partially offset by lower exploration and evaluation and pre-development expenses.
Cash used in investing activities for the three months ended March 31, 2024 was $0.7 million compared to $4.8 million cash used in investing activities in the comparative periods of 2023. Cash used in investing activities for the three months ended March 31, 2024 was lower than cash used in investing activities for the three months ended March 31, 2023 due to capital spent on the engineering and design work on the autoclave at Lone Tree of $4.3 million in 2023.
Cash provided by financing activities for the three months ended March 31, 2024 was $17.3 million compared to $42.8 million in the comparative period of 2023. Cash provided by financing activities for the three months ended March 31, 2024, was primarily due to proceeds from equity offering of $17.4 million. Cash provided by financing activities for the three months ended March 31, 2023 was primarily driven by $61.9 million proceeds on convertible debentures.
Equity
At March 31, 2024, the authorized share capital consisted of an unlimited number of common shares without par value, of which 314,888,674 shares were outstanding. In addition, as of March 31, 2024, the Company had 25,216,409 warrants, and 11,285,193 stock options outstanding. As of May 13, 2024, there were 384,896,725 common shares outstanding.
Share Capital Issued
On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69,698,050 units at a price of C$1.65 per unit for aggregate gross proceeds of approximately C$115.0 million. Each unit is comprised of one common share and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of C$2.15 for a period of 48 months following the closing of the offering.
On March 20, 2024, the Company issued 1,127,336 common shares to Waterton at a price of C$1.73 for total gross proceeds of C$2.0 million ($1.4 million) as partial consideration of the contingent value rights payment related to Granite Creek.
During the first quarter of 2024 the Company completed a non-brokered private placement of common shares. An aggregate of 13,064,204 shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of C$23.5 million ($17.4 million).
On February 9, 2024, the Company issued 1,600,000 common shares to Waterton at a price of C$1.80 for total gross proceeds of C$2.9 million ($2.1 million) as partial consideration of the contingent value rights payment related to Granite Creek.
On October 16, 2023, the Company issued 6,613,382 common shares to Waterton at a price of C$2.057 for total gross proceeds of C$13.6 million ($10.0 million) as partial consideration of the Third Milestone Payment and Fourth Milestone Payment related to the Ruby Hill deferred consideration.
On August 1, 2023, the Company completed a private placement of common shares led by CIBC Capital Markets on behalf of a syndicate of underwriters. An aggregate of 13,629,800 shares were issued by the Company at a price of C$2.70 per common share for aggregate gross proceeds of C$36.8 million ($27.7 million). Certain directors and/or officers of the Company subscribed for C$0.5 million in common shares and a related party subscribed for C$2.7 million in common shares under the private placement, both of which are related party transactions.
On June 27, 2023, Sprott converted $1.8 million in principal and subject to obtaining approval of the TSX $0.2 million in interest of the Convertible Loans into 800,449 common shares of the Company. On July 7, 2023, upon approval of the TSX the Company issued 800,449 common shares to Sprott.
On May 9, 2023, in connection with the Paycore acquisition the Company issued 5,016,991 common shares to Waterton in settlement of the contingent value rights agreement between Paycore and Waterton.
On May 5, 2023, the Company acquired 100% of the issued and outstanding shares of Paycore at the Exchange Ratio issuing 25,488,584 common shares to Paycore shareholders.
On January 16, 2023, the Company issued 5,515,313 common shares to Waterton at a price of C$3.8945 for total gross proceeds of C$21.5 million ($16.0 million) as partial consideration of the First Milestone Payment and Second Milestone Payment related to the Ruby Hill deferred consideration.
The Company issued 594,800 common shares for stock options and warrants exercised during the three months ended March 31, 2024 and received proceeds of $0.6 million.
Share Purchase Warrants
In connection with the Extension Agreement entered into during the first quarter of 2024, the Company issued 500,000 common share warrants exercisable at C$2.72 per share with an exercise period of 48 months or until January 24, 2028. The warrants include a four month hold period. The initial fair value of the warrants recognized on inception was $0.3 million and at March 31, 2024 $0.2 million.
In connection with the acquisition of Osgood the Company issued to Waterton 12,100,000 common share warrants which are exercisable into one fully paid and non-assessable common share of the Company at an exercise price of C$3.64 per share until April 14, 2024. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $6.1 million and at March 31, 2024 nil. As of May 13, 2024, these warrants have expired.
In connection with the Orion financing package the Company completed during the fourth quarter of 2021, the Company issued 5,500,000 common share warrants exercisable at C$3.28 per share with an exercise period of 36 months or until December 13, 2024. On September 20, 2023, in connection with the A&R Gold Prepay Agreement the Company extended the expiry date by an additional twelve months to December 13, 2025. The initial fair value of the warrants recognized on inception was $3.5 million and at March 31, 2024 $0.9 million.
In connection with the A&R Gold Prepay Agreement entered into during the third quarter of 2023, the Company issued 3,800,000 common share warrants exercisable at C$3.17 per share with an exercise period of 36 months or until September 20, 2026. The warrants include a four month hold period. The initial fair value of the warrants recognized on inception was $1.9 million and at March 31, 2024 $0.9 million.
In connection with the Paycore acquisition from 2023 the Company issued a total of 3,800,000 common share warrants for Paycore warrants outstanding on the date of acquisition. The replacement warrants are comprised of 300,000 common share warrants at an exercise price of C$2.40 per common share until February 9, 2025, and 3,300,000 common share warrants at an exercise price of C$4.02 per common share until May 2, 2025. The initial fair value of the warrants recognized on inception was $2.7 million and at March 31, 2024 $0.1 million.
The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in USD. Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in profit or loss. For the three months ended March 31, 2024, the Company recognized a gain on the revaluation of the liability of $2.6 million.
Stock Option Plan
The Company has a share option plan (the "Plan") which is restricted to directors, officers, key employees and consultants of the Company. The number of common shares subject to options granted under the Plan (and under all other management options and employee stock purchase plans) is limited to 10% in the aggregate and 1% with respect to any one optionee of the number of issued and outstanding common shares of the Company at the date of the grant of the option. Options issued under the Plan may be exercised during a period determined by the Company's Board of Directors which cannot exceed ten years. As of March 31, 2024, there were 11,285,193 stock options outstanding.
Restricted Share Unit Plan
The Company adopted the Restricted Share Unit ("RSU") plan to allow i-80’s Board of Directors to grant its employees non-transferable share units based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three-year period. Under the RSU plan, the awards can be equity or cash settled immediately upon vesting. As of March 31, 2024, there were 2,726,692 RSU’s outstanding.
Deferred Share Unit Plan
The Company adopted the Deferred Share Unit ("DSU") plan to grant non-transferable share units to eligible members of the Board of Directors, eligible employees and eligible contractors. The DSU’s are priced based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three year period. Under the DSU plan, the awards can be equity or cash settled immediately upon vesting. As of March 31, 2024, there were 716,547 DSU’s outstanding.
COMMITMENTS AND CONTINGENCIES
SURETY BONDS
At March 31, 2024, the Company has outstanding surety bonds in the amount of $132.8 million in favour of either the United States Department of the Interior, Bureau of Land Management ("BLM"), or the State of Nevada, Department of Conservation & Natural Resources as financial support for environmental reclamation and exploration permitting. This includes surety bonds for the Lone Tree project and the Ruby Hill property in the amounts of $87.0 million and $27.0 million, respectively. The surety bonds are secured by a $39.0 million deposit and are subject to fees competitively determined in the marketplace. During the first quarter of 2024, $6.0 million in cash collateral was returned to the Company. The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations. As specific requirements are met, the BLM and State of Nevada as beneficiary of the instruments, will return the instruments to the issuing entity. As these instruments are associated with operating sites with long-lived assets, they will remain outstanding until closure.
CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES, POLICIES AND CHANGES
Critical accounting policies and estimates used to prepare our financial statements are discussed with our audit committee as they are implemented on an annual basis. For further details on the Company’s accounting policies and estimates, refer to the Company’s 10k Note 2 for the year ended December 31, 2024.
New and amended accounting standards
New and amended accounting standards are described in the Company’s condensed consolidated financial statements.
NON-GAAP FINANCIAL PERFORMANCE MEASURES
The Company has included certain terms or performance measures commonly used in the mining industry that are not defined under US GAAP in this document. These include: adjusted net earnings and average realized price per ounce. Non-GAAP financial performance measures do not have any standardized meaning prescribed under US GAAP, and therefore, they may not be comparable to similar measures employed by other companies. The data presented is 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
Adjusted earnings / (loss) and adjusted earnings / (loss) per share excludes from net earnings / (loss) significant write-down adjustments and the gain / (loss) from financing instruments.
Average realized gold price represents the sales price of gold per ounce before deducting mining royalties, treatment and refining charges and gains or losses derived from the offtake agreement with Orion.
Average realized gold price per ounce of gold sold
Average realized gold price per ounce of gold sold is a non-GAAP measure and does not constitute a measure recognized by US GAAP and does not have a standardized meaning defined by US GAAP. It may not be comparable to information in other gold producers’ reports and filings.
| Three months ended<br>March 31, | |||
|---|---|---|---|
| (in thousands of U.S. dollars, unless otherwise noted) | 2024 | 2023 | |
| Nevada production | |||
| Revenue per financial statements | $ | 8,413 | 4,548 |
| Mineralized material sales revenue | $ | (3,198) | — |
| Revenue without mineralized material sales (i) | $ | 5,215 | 4,548 |
| Silver revenue from mining operations | $ | (37) | (20) |
| Gold revenue from mining operations | $ | 5,178 | 4,528 |
| Ounces of gold sold | ounce | 2,486 | 2,349 |
| Average realized gold price | $/ounce | 2,083 | 1,928 |
| Lone Tree | |||
| Revenue per financial statements | $ | 4,302 | 1,305 |
| Silver revenue from mining operations | $ | (19) | (4) |
| Gold revenue from mining operations | $ | 4,283 | 1,301 |
| Ounces of gold sold | ounce | 2,042 | 663 |
| Average realized gold price | $/ounce | 2,097 | 1,962 |
| Ruby Hill | |||
| Revenue per financial statements | $ | 913 | 2,382 |
| Silver revenue from mining operations | $ | (18) | (16) |
| Gold revenue from mining operations | $ | 895 | 2,366 |
| Ounces of gold sold | ounce | 444 | 1,242 |
| Average realized gold price | $/ounce | 2,016 | 1,905 |
| Granite Creek | |||
| Revenue per financial statements | $ | 3,198 | 861 |
| Mineralized material sales revenue | $ | (3,198) | — |
| Revenue without mineralized material sales (i) | $ | — | 861 |
| Gold revenue from mining operations | $ | — | 861 |
| Ounces of gold sold | ounce | — | 444 |
| Average realized gold price | $/ounce | — | 1,939 |
(i)Does not include revenue from mineralized material sales.
Adjusted loss
Adjusted loss and adjusted loss per share are non-GAAP measures that the Company considers to better reflect normalized earnings because it eliminates non-recurring items. Certain items that become applicable in a period may be adjusted for, with the Company retroactively presenting comparable periods with an adjustment for such items and conversely, items no longer applicable may be removed from the calculation. Neither adjusted loss nor adjusted loss per share have any standardized meaning prescribed by US GAAP and are therefore unlikely to be comparable to similar measures presented by other companies.
The following table shows a reconciliation of adjusted loss for to the net loss for each period. Adjusted loss and adjusted loss per share exclude a number of temporary or one-time items detailed in the following table:
| Three months ended<br>March 31, | ||||
|---|---|---|---|---|
| (in thousands of U.S. dollars, unless otherwise noted)(i) | 2024 | 2023 | ||
| Net income / (loss) for the period | $ | (19,700) | $ | (22,411) |
| Adjust for: | ||||
| Gain (loss) on convertible loans | 6,115 | 8,366 | ||
| Gain (loss) on warrants | 2,630 | 5,568 | ||
| Gain / (loss) on fair value measurement of gold prepay derivative | (3,498) | (3,091) | ||
| Gain on fair value measurement of silver purchase derivative | (857) | (857) | ||
| Inventory impairments | — | (4,025) | ||
| Loss on deferred consideration | (93) | (516) | ||
| Total adjustments | 4,297 | 5,445 | ||
| Adjusted loss for the period | $ | (23,997) | $ | (27,856) |
| Weighted average shares for the period | 305,323,881 | 245,603,313 | ||
| Adjusted loss per share for the period | $ | (0.08) | $ | (0.11) |
RISKS AND RISK MANAGEMENT
Readers of this MD&A are encouraged to read the “Risk Factors” as more fully described in the Company’s filings with the Canadian Securities Administrators, including its Annual Information Form for the year ended December 31, 2023, available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.. The following, while not exhaustive, are important Risk Factors to consider:
Financial Instruments and related risks
The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other risks. Where material, these risks are reviewed and monitored by the Board of Directors.
The Company's earnings and cash flows are subject to movements in foreign exchange rates, interest rates, commodity prices and our share price. The Company does not enter into derivative instruments to mange its risks.The following summarizes the types of market risks to which we are exposed and the risk management instruments used to mitigate them.
Commodity price risk
Historically, gold prices have fluctuated widely and are affected by numerous external factors beyond the Company's control, including industrial and retail demand, central bank lending, sales and purchases of gold, forward sales of gold by producers and speculators, production and cost levels in major producing regions, short-term changes in supply and demand because of speculative hedging activities, confidence in the global monetary system, expectations of the future rate of inflation, the strength of the U.S. dollar (the currency in which the price of gold is generally quoted), interest rates, terrorism and war, the spread of communicable diseases and other global or regional political or economic events. Resource prices have fluctuated widely and are sometimes subject to rapid short-term changes because of speculative activities. The exact effect of these factors cannot be accurately predicted, but any one of, or any combination of, these factors may result in the Company not receiving an adequate return on invested capital and a loss of all or part of an investment in securities of the Company may result.
The Company is exposed to gold and silver metal price risk. Changes in gold price have a significant impact on earnings and cash flow. Gold and silver prices can change due to market factors such as U.S. dollar. .Decreases in market price can affect the Company's assessment of Net realizable value for inventory valuation which could lead to potential write-downs.
Credit risk
Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to
the counterparty by the Company where a legal right of offset exists and also includes the fair values of contracts with individual counterparties which are recorded in the Financial Statements.
Trade credit risk
The Company closely monitors its financial assets and does not have any significant concentration of trade credit risk. The Company sells its products exclusively to large international financial institutions and other organizations with strong credit ratings. The historical level of customer defaults is negligible and, as a result, the credit risk associated with trade receivables is considered to be negligible. The trade receivable balance outstanding was $1.9 million at March 31, 2024 ($4.2 million at December 31, 2023).
Cash
In order to manage credit and liquidity risk the Company invests only in highly rated investment grade instruments that have maturities of 90 days or less and which are liquid after 30 days or less into a known amount of cash. Limits are also established based on the type of investment, the counterparty and the credit rating. The credit risk on cash and cash equivalents is therefore negligible.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. Reference discussions on liquidity and capital resources.
Market risk
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company holds primarily fixed rate debt the interest rate risk is minimal.
Foreign exchange risk
Foreign risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Company’s functional currency. The Company's foreign exchange risk is limited as it's operations are all in the US. The Company's main currency risk is related to equity issuances that can occur in Canadian dollars. The Company monitors the exchange rate fluctuations on a continuous basis and acts accordingly.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company holds primarily fixed rate debt which reduces exposure to interest rate risk.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company's management, with the participation of the Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting and disclosure controls and procedures. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations.Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Following an evaluation by management, during the three months ended March 31, 2024, there were no changes in internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.
TECHNICAL INFORMATION
Scientific and technical information contained in this MD&A has been reviewed and approved by Tim George, PE, and Tyler Hill, CPG-12146, who are the Qualified Persons, as the term is defined in NI 43-101. For more detailed information regarding the Company’s material mineral properties and technical information related thereto, including a complete list of current technical reports applicable to such properties, please refer to the Company’s Annual Information Form and other continuous disclosure documents filed by the Company on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov/edgar. and on the Company’s web-site at www.i80gold.com.
CAUTIONARY STATEMENT ON FORWARD LOOKING STATEMENTS
Certain information set forth in this MD&A, including management's assessment of the Company's future plans and operations, contains forward looking statements. 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, ability to access sufficient capital from internal and external sources, currency fluctuations, construction and operational risks, licensing and permit requirements, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, imprecision of resource, reserve or production estimates and stock market volatility. Readers are cautioned that the assumptions used in the preparation of such 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 there from. 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.
Additional information relating to i-80 Gold can be found on i-80 Gold’s web-site at www.i80gold.com, SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov/edgar.
Document
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)
| Note | June 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | $ | 47,812 | $ | 16,277 | |
| Receivables, net | 3,714 | 4,316 | |||
| Inventory | 4 | 13,580 | 11,387 | ||
| Prepaids and deposits | 4,873 | 4,631 | |||
| Current portion of other assets | 5 | 1,278 | 3,202 | ||
| Total current assets | 71,257 | 39,813 | |||
| Non-current assets | |||||
| Other assets | 5 | 93 | 586 | ||
| Restricted cash | 6 | 39,451 | 44,488 | ||
| Property, plant and equipment, net | 7 | 569,138 | 569,396 | ||
| Total non-current assets | 608,682 | 614,470 | |||
| Total assets | $ | 679,939 | $ | 654,283 | |
| LIABILITIES | |||||
| Current liabilities | |||||
| Accounts payable and accrued liabilities | $ | 22,033 | $ | 27,185 | |
| Current portion of long-term debt | 8 | 29,577 | 31,155 | ||
| Current reclamation liabilities | 9 | 573 | 543 | ||
| Current portion of other liabilities | 10 | 6,015 | 6,282 | ||
| Total current liabilities | 58,198 | 65,165 | |||
| Non-current liabilities | |||||
| Deferred tax liabilities | 15,676 | 14,903 | |||
| Long-term debt | 8 | 161,764 | 162,957 | ||
| Reclamation liabilities | 9 | 50,491 | 49,222 | ||
| Non-current portion of other liabilities | 10 | 16,652 | 16,740 | ||
| Total non-current liabilities | 244,583 | 243,822 | |||
| Total liabilities | 302,781 | 308,987 | |||
| COMMITMENTS AND CONTINGENCIES | 20 | ||||
| EQUITY | |||||
| Common shares, unlimited authorized shares with no par value, 384,896,724 and 298,502,334 shares issued and outstanding as of June 30, 2025 and December 31, 2023, respectively | 11 | 582,361 | 489,270 | ||
| Additional paid-in capital | 18,787 | 19,311 | |||
| Accumulated deficit | (223,990) | (163,285) | |||
| Total equity | 377,158 | 345,296 | |||
| Total liabilities and equity | $ | 679,939 | $ | 654,283 |
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)
| Three months ended<br>June 30, | Six months ended<br>June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | 2024 | 2023 | 2024 | 2023 | |||||
| Revenue | $ | 7,184 | $ | 11,310 | $ | 15,597 | $ | 15,859 | |
| Cost of sales | (19,422) | (12,188) | (27,753) | (18,731) | |||||
| Depletion, depreciation and amortization | 7 | (74) | (2,724) | (451) | (4,145) | ||||
| Gross loss | (12,312) | (3,602) | (12,607) | (7,017) | |||||
| Expenses | |||||||||
| Exploration, evaluation and pre-development | 15 | 10,436 | 17,834 | 17,710 | 32,699 | ||||
| General and administrative | 5,733 | 5,301 | 9,958 | 11,800 | |||||
| Property maintenance | 2,781 | 3,472 | 7,103 | 6,613 | |||||
| Loss from operations | (31,262) | (30,209) | (47,378) | (58,129) | |||||
| Other (expense) income, net | 16 | (600) | 9,506 | 4,239 | 20,603 | ||||
| Interest expense | 17 | (8,757) | (6,655) | (16,793) | (12,440) | ||||
| Loss before income taxes | (40,619) | (27,358) | (59,932) | (49,966) | |||||
| Deferred tax (expense) recovery | (386) | 1,082 | (773) | 1,279 | |||||
| Net loss and comprehensive loss | $ | (41,005) | $ | (26,276) | $ | (60,705) | $ | (48,687) | |
| Loss per share | |||||||||
| Basic and diluted loss per share | 12 | $ | (0.11) | $ | (0.10) | $ | (0.18) | $ | (0.19) |
| Basic and diluted weighted average shares outstanding | 12 | 361,145,495 | 265,433,411 | 333,234,688 | 255,573,142 |
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of United States Dollars)
(Unaudited)
| Three months ended<br>June 30, | Six months ended<br>June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | 2024 | 2023 | 2024 | 2023 | |||||
| OPERATING ACTIVITIES | |||||||||
| Net Loss | $ | (41,005) | $ | (26,276) | $ | (60,705) | $ | (48,687) | |
| Adjustments | |||||||||
| Depletion, depreciation and amortization | 7 | 693 | 3,156 | 1,450 | 5,021 | ||||
| Accretion expense | 9 | 768 | 691 | 1,536 | 1,382 | ||||
| Share-based payments | 11 | 611 | 903 | 1,141 | 2,211 | ||||
| Non-cash items included in other income | 13 | 2,169 | (8,829) | (2,236) | (19,657) | ||||
| Gain on foreign exchange | (450) | (43) | (381) | (43) | |||||
| Interest expense | 8,312 | 6,648 | 16,342 | 12,421 | |||||
| Deferred tax recovery (expense) | 387 | (1,082) | 773 | (1,279) | |||||
| Reclamation expenditures | 9 | (238) | (309) | (238) | (309) | ||||
| Other | (210) | — | (290) | — | |||||
| Net change in operating assets and liabilities | 13 | 4,404 | 1,629 | (7,174) | (3,630) | ||||
| Cash used in operating activities | $ | (24,559) | $ | (23,512) | $ | (49,782) | $ | (52,570) | |
| INVESTING ACTIVITIES | |||||||||
| Net cash acquired in acquisition of Paycore Minerals Inc. | 3 | — | 10,027 | — | 10,027 | ||||
| Capital expenditures on property, plant and equipment | 7 | (521) | (5,697) | (1,223) | (9,600) | ||||
| Disposal proceeds | 425 | — | 425 | — | |||||
| Purchase of investments | — | — | — | (894) | |||||
| Cash (used in) provided by investing activities | $ | (96) | $ | 4,330 | $ | (798) | $ | (467) | |
| FINANCING ACTIVITIES | |||||||||
| Proceeds from shares issued in brokered placement | 3 | 83,500 | — | 83,500 | — | ||||
| Proceeds from shares issued in equity financing | 3 | — | — | 17,436 | — | ||||
| Net proceeds on Convertible Debentures | 8 | — | — | — | 61,906 | ||||
| Contingent payments | 10 | (1,436) | — | (1,436) | (11,000) | ||||
| Principal repayment on Gold Prepay Agreement | 8 | (9,717) | (4,088) | (9,717) | (8,203) | ||||
| Principal repayment on Silver Purchase Agreement | 8 | (8,387) | (21) | (8,387) | (5,662) | ||||
| Share issue costs | (4,101) | — | (4,481) | — | |||||
| Stock option and warrant exercises | 11 | 309 | 190 | 895 | 1,903 | ||||
| Finance fees paid | (750) | — | (950) | — | |||||
| Other | (39) | (91) | (164) | (191) | |||||
| Cash provided by (used in) financing activities | $ | 59,379 | $ | (4,010) | $ | 76,696 | $ | 38,753 | |
| Change in cash, cash equivalents and restricted cash during the period | 34,724 | (23,192) | 26,116 | (14,284) | |||||
| Cash, cash equivalents, and restricted cash, beginning of period | 52,088 | 90,091 | 60,765 | 81,178 | |||||
| Effect of exchange rate changes on cash held | 451 | 28 | 382 | 33 | |||||
| Cash, cash equivalents and restricted cash end of period | $ | 87,263 | $ | 66,927 | $ | 87,263 | $ | 66,927 | |
| Reconciliation of cash, cash equivalents, and restricted cash: | |||||||||
| Cash and cash equivalents | 47,812 | 19,355 | 47,812 | 19,355 | |||||
| Restricted cash | 39,451 | 47,572 | 39,451 | 47,572 | |||||
| Total cash, cash equivalents, and restricted cash | $ | 87,263 | $ | 66,927 | $ | 87,263 | $ | 66,927 |
Supplemental cash flow information [Note 13]
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)
| Share Capital | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Issued and outstanding | Note | Number of<br>shares | Common shares | Additional paid-in capital | Accumulated deficit | Total equity | ||||
| Balance as at December 31, 2022 | 240,561,017 | $ | 354,470 | $ | 15,042 | $ | (73,632) | $ | 295,880 | |
| Shares and options issued on acquisition of Paycore Minerals Inc. | 3 | 30,505,575 | 78,787 | 2,515 | — | 81,302 | ||||
| Shares issued in relation to Ruby Hill contingent payments | 11 | 5,515,313 | 16,000 | — | — | 16,000 | ||||
| Shares issued in relation to Convertible Loan | 11 | 800,449 | 1,665 | — | — | 1,665 | ||||
| Exercise of warrants and stock options | 11 | 841,398 | 2,342 | (318) | — | 2,024 | ||||
| Share-based payments | 11 | — | — | 1,441 | — | 1,441 | ||||
| Convertible Debenture conversion option | 8 | — | — | — | — | — | ||||
| Net loss | — | — | — | (48,688) | (48,688) | |||||
| Balance as at June 30, 2023 | 278,223,752 | 453,264 | 18,680 | (122,320) | 349,624 | |||||
| Balance as at December 31, 2023 | 298,502,334 | 489,270 | 19,311 | (163,285) | 345,296 | |||||
| Shares issued in brokered placement | 3 | 69,698,050 | 74,644 | — | — | 74,644 | ||||
| Shares issued in private placement | 3 | 13,064,204 | 17,436 | — | — | 17,436 | ||||
| Shares issued in relation to Granite Creek contingent payments | 11 | 2,727,336 | 3,564 | — | — | 3,564 | ||||
| Exercise of stock options | 11 | 904,800 | 1,928 | (1,033) | — | 895 | ||||
| Share-based payments | 11 | — | — | 509 | — | 509 | ||||
| Share issue costs | — | (4,481) | — | — | (4,481) | |||||
| Net loss | — | — | — | (60,705) | (60,705) | |||||
| Balance as at June 30, 2024 | 384,896,724 | $ | 582,361 | $ | 18,787 | $ | (223,990) | $ | 377,158 |
The accompanying notes are an integral part of these condensed consolidated financial statements
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
1.NATURE OF OPERATIONS
i-80 Gold Corp ("i-80 Gold" or the "Company"), is a Nevada-focused, growth-oriented gold and silver producer engaged in the exploration, development and production of gold, silver and poly-metallic deposits. The Company's principal assets include the Ruby Hill property, Lone Tree property, Granite Creek property and Cove Property. Each property is wholly-owned by the Company.
The Company was incorporated on November 10, 2020, in the province of British Columbia, Canada. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol IAU and the New York Stock Exchange ("NYSE") under the symbol IAUX. Its head office is located at Suite 460, 5190 Neil Road, Reno, Nevada, 89502.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)Risks and uncertainties and liquidity
As a mining company, the Company’s revenue, profitability and future rate of growth are substantially dependent on prevailing metal prices, primarily for gold and silver. The prices of these metals are volatile and there can be no assurance that commodity prices will not be subject to wide fluctuations in the future. A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, access to capital and the quantities of mineralized material. The carrying value of the Company's property, plant and equipment, net, inventories, and certain derivative assets are particularly sensitive to the outlook for commodity prices. A decline in the Company's price outlook from current levels could result in material impairment charges related to these assets.
In addition to changes in commodity prices, other factors such as changes in mine plans, increases in costs, geotechnical failures, changes in social, environmental or regulatory requirements and impacts of global events such as future pandemics could result in material impairment charges related to these assets.
These unaudited Condensed Consolidated Financial Statements ("Financial Statements") have been prepared by management on a going concern basis. The going concern basis of presentation assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
The Company’s ability to execute its plan and fulfill its commitments as they come due is dependent upon its success in obtaining additional financing. While management has been successful in raising additional funds in the past, there can be no assurance that it will be able to do so in the future. Given the Company’s working capital deficit, current operating losses and management’s expectation of future losses until it has fully executed its strategy, the inability of the Company to arrange appropriate financing in a timely manner could result in the carrying value of the Company’s assets being subject to material adjustment. These conditions indicate the existence of material uncertainties which cast substantial doubt as to the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
These Financial Statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary if the Company is not able to continue as a going concern. Such adjustments could be material.
(b)Basis of presentation
The Financial Statements have been prepared in accordance with accounting principles generally accepted in the Unites Stated of America ("U.S. GAAP"). Previously, the Company prepared its consolidated financial statements under International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board, as permitted by securities regulators in Canada, as well as in the U.S. under the status of a Foreign Private Issuer as defined by the United States Securities and Exchange Commission ("SEC"). Beginning January 1, 2025 the Company is required to report with the SEC on domestic forms and comply with domestic company rules. The transition to U.S. GAAP was made retrospectively. These financial statements should be read in conjunction with the Company's Consolidated Financial Statements for the year ended December 31, 2024 filed on March 31, 2025 on Form 10-K.
(c)Basis of consolidation
The Financial Statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries, the most significant of which are Premier Gold Mines USA Inc., Osgood Mining Company LLC ("Granite Creek"), Ruby Hill Mining LLC ("Ruby Hill"), Goldcorp Dee LLC ("Lone Tree"), Au-Reka Gold LLC ("McCoy-Cove"), and Golden Hill Mining LLC ("FAD"). All intercompany balances and transactions have been eliminated.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(d)Functional and presentation currency
The functional currency of the Company is the United States dollar ("USD" or "US dollars") which reflects the underlying transactions, events and conditions that are relevant to the entity. Management considers primary and secondary indicators in determining functional currency including the currency that influences sales prices, labor, purchases and other costs. Other indicators include the currency in which funds from financing activities are generated and the currency in which receipts from operations are usually retained.
Reference to $ or USD is to US dollars, reference to C$ or CAD is to Canadian dollars.
(e)Recent Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 "Income Taxes (Topic 720): Improvements to Income Tax Disclosures." ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. The standard is effective beginning with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of the guidance on the financial statements.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and interim disclosures of a reportable segment’s profit or loss and assets. The standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company does not expect the adoption to have a material impact on the consolidated financial statements or disclosures.
3.CORPORATE TRANSACTIONS
Bought Deal Public Offering
On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69,698,050 units (each, a “Unit“) at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately C$115 million ($83.5 million) (the “Offering“), including the full exercise of the previously announced over-allotment option. Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. Each warrant is exercisable to acquire one common share of the Company for a period of 48 months from closing of the Offering at an exercise price of C$2.15 per share. On May 1, 2024, 34,849,025 share purchase warrants issued in connection with the Offering commenced trading on the TSX under the symbol "IAU.WT".
The underwriters were paid a cash commission equal to 5% of the gross proceeds of the Offering, excluding proceeds from sales of Units to certain president’s list purchasers. The Company received net proceeds of C$109.1 million ($79.2 million) net of underwriters commission of C$5.7 million ($4.2 million) and other costs of C$0.1 million ($0.1 million).
The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in USD. Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in profit or loss. Of the $83.5 million gross proceeds received, $8.9 million was allocated to the warrant liability and the residual $74.6 million was allocated to the common shares issued and classified as equity. The warrant liability was valued at inception using the closing price of the warrants of C$0.35 on May 1, 2024.
The Offering was completed pursuant to a short form prospectus dated April 25, 2024 (the “Prospectus“). Certain directors and officers of the Company purchased an aggregate of 300,000 Units pursuant to the Offering.
Second Amending Gold Prepay Agreement
On April 24, 2024, the Company entered into a second amending agreement with Orion Mine Finance ("Orion) to amend the terms of the A&R Gold Prepay Agreement (the “Second A&R Gold Prepay Agreement). In accordance with the terms of the Second A&R Gold Prepay Agreement, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the A&R Gold Prepay Agreement until May 10, 2024.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
In addition, if the Company meets the Gold Option Criteria (as defined below) it may elect to defer the deadline to deliver any of its quarterly gold delivery obligations for the 2024 calendar year (each instance, a “Gold Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted quarterly gold quantities (multiplied by 1.15 for gold deliveries made prior to June 30, 2025 and 1.19 for gold deliveries made thereafter). In order for the Company to implement a Gold Deferral, (i) it must be in compliance with the use of proceeds section as described in the Prospectus (the “Budget”) and (ii) after assuming the delivery of the applicable quarterly gold quantity on the applicable unextended quarterly deadline, the Company would not have sufficient funds to remain in compliance with the Budget (collectively, the “Gold Option Criteria”). In addition, should the Company complete an equity offering after the date of the Second A&R Gold Prepay Agreement until September 30, 2025 (other than the Offering pursuant to the Prospectus), the Company will be required to deliver such number of gold ounces to Orion as is equal to 34% of the net proceeds of such offering, divided by the applicable gold price at such time, by way of a prepayment of the Company’s quarterly deliveries for the 2024 calendar year; provided that at such time a notice of Gold Deferral has been delivered in accordance with the Gold Prepay Amendment.
The Second A&R Gold Prepay Agreement is subject to standard conditions and covenants, including minimum cash balance and certain reporting requirements. Obligations under the Second A&R Gold Prepay Agreement continue to be senior 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. In connection with the Second A&R Gold Prepay Agreement the Company paid an amendment fee of $0.5 million to Orion.
Amendment to Silver Purchase Agreement
On April 24, 2024, the Company entered into an amending agreement with Orion (the “Amended Silver Purchase Agreement”) to amend the terms of its Silver Purchase Agreement. In accordance with the terms of the Amended Silver Purchase Agreement, Orion agreed to extend the deadline for the outstanding deliveries required to be made on or before April 15, 2024 under the Amended Silver Purchase Agreement until May 10, 2024.
If the Company meets the Stream Option Criteria (as defined below) it may elect to defer the requirements to deliver its annual minimum delivery amount for 2024 (a “Stream Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted annual minimum delivery amount (multiplied by 1.07 for silver deliveries made prior to June 30, 2025 and 1.11 for silver deliveries made thereafter). In order for the Company to implement a Stream Deferral, (i) it must be in compliance with the Budget and (ii) after assuming the delivery of the applicable minimum delivery amount in respect of 2024 by January 15, 2025, the Company would not have sufficient funds to remain in compliance with the Budget (collectively, the “Stream Option Criteria”). In addition, should the Company complete an equity offering on or after January 1, 2025 until September 30, 2025, the Company will be required to deliver such number of ounces of refined silver to Orion as is equal to 16% of the net proceeds of such offering, divided by the applicable silver market price at such time; provided that at such time a notice of Stream Deferral has been delivered in accordance with the Amended Silver Purchase Agreement.
The Amended Silver Purchase Agreement is subject to standard conditions and covenants, including minimum cash balance and certain reporting requirements. Obligations under the Amended Silver Purchase Agreement continue to be senior 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. In connection with the Amended Silver Purchase Agreement the Company paid an amendment fee of $0.25 million to Orion.
Private Placement of Common Shares
During the first quarter of 2024 the Company completed a non-brokered private placement of common shares. An aggregate of 13,064,204 shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of C$23.5 million ($17.4 million). Certain directors and/or officers of the Company subscribed for C$0.3 million in common shares under the private placement.
Acquisition of Paycore
On May 5, 2023, the Company completed the acquisition of Paycore Minerals Inc. ("Paycore"). Paycore’s principal asset is the FAD property that is host to the FAD deposit located immediately south of, and adjoining, the Company’s Ruby Hill Property located in Eureka County, Nevada. The acquisition consolidates the northern portion of the Eureka District, increasing the Company’s land package at Ruby Hill.
The Company acquired 100% of the issued and outstanding shares of Paycore at an exchange ratio of 0.68 i-80 Gold common share for each Paycore common share held (the “Exchange Ratio”). All outstanding options and warrants of Paycore that were not exercised prior to the acquisition date were replaced with i-80 Gold options and warrants, as adjusted in accordance with the Exchange Ratio.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
The Paycore acquisition was accounted for as an asset acquisition as management determined that substantially all the fair value of the gross assets acquired were concentrated on the FAD mineral property. The components of consideration that were paid is detailed in the table below:
| Components of consideration paid: | ||
|---|---|---|
| Share consideration (i) | $ | 66,037 |
| Common shares issued in relation to contingent value rights (ii) | 12,750 | |
| Replacement warrants (iii) | 2,675 | |
| Replacement options (iii) | 2,515 | |
| Previously held interest (iv) | 4,116 | |
| Transaction costs | 323 | |
| $ | 88,416 |
(i) The fair value of 25,488,584 common shares issued to Paycore shareholders was determined using the Company's share price of C$3.46 per share on the acquisition date.
(ii) Following completion of the arrangement and in accordance with the Amendment to the Contingent Value Rights Agreement dated February 26, 2023 among the Company, Paycore, Golden Hill Mining LLC, and Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC (collectively, "Waterton"), all of the obligations outstanding under the outstanding contingent value rights agreement between Paycore, Golden Hill Mining LLC and Waterton dated April 20, 2022, with an aggregate value of $12.75 million were satisfied through the issuance of 5,016,991 i-80 Gold common shares to Waterton on May 9, 2023. The fair value of 5,016,991 common shares issued to Waterton was determined using the Company's share price of C$3.46 per share on the acquisition date.
(iii) The fair value of 1,727,200 replacement options and 3,755,257 replacement warrants was determined using the Black-Scholes pricing model with the following assumptions:
| Stock Options | Warrants | |
|---|---|---|
| Risk free rate | 3.55% to 3.91% | 3.66% to 4.52% |
| Expected life | 18 to 29 months | 12 to 24 months |
| Expected volatility | 52% to 56% | 52% to 58% |
| Share price | C$3.46 | C$3.46 |
(iv) On May 5, 2023 and immediately prior to the Paycore acquisition the Company owned 2,336,200 Paycore common shares. The Company's investment in Paycore was remeasured at fair value on the acquisition date using the Exchange Ratio and the Company's share price of C$3.46 per share on the acquisition date with the change in fair value recognized through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements.
The table below presents the fair values of the assets acquired and liabilities assumed at the date of acquisition:
| Net assets (liabilities) acquired: | ||
|---|---|---|
| Cash | $ | 10,027 |
| Other assets | 206 | |
| Mineral properties | 92,081 | |
| Accounts payable | (35) | |
| Deferred tax liability | (13,863) | |
| Fair value of net assets acquired | $ | 88,416 |
Ruby Hill Property
During the fourth quarter of 2023 the Company entered into a non-binding term sheet in connection with a potential joint venture with an arm's length party at the Company's Ruby Hill property. In connection with the term sheet, the Company granted the potential partner exclusivity for a period of 120 days subject to extension for an additional 60-day period, in order to complete metallurgical due diligence and negotiate definitive documents. During the exclusivity period, the Company completed a drill campaign, funded by the potential partner. During the first quarter of 2024, the Company received funding of $2.1 million from the potential partner for costs incurred in relation to the potential joint venture.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
4.INVENTORY
| June 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Mineralized material in stockpiles and on leach pads | $ | 6,550 | $ | 7,614 |
| Work-in-process | 729 | 778 | ||
| Finished goods | 3,044 | 896 | ||
| Materials and supplies | 3,257 | 2,099 | ||
| Total inventory | $ | 13,580 | $ | 11,387 |
The amount of inventory recognized as an expense in cost of sales for the three and six months ended June 30, 2024 was $19.4 million and $27.8 million, respectively (2023 - $12.2 million and $18.7 million, respectively). During the three and six months ended June 30, 2024, the Company recognized, within cost of sales, inventory write-downs of $8.8 million and $8.8 million, respectively, relating to Granite Creek mined material (2023 - $4.5 million and $8.5 million, respectively, relating to heap leach material at Ruby Hill, Lone Tree and Granite Creek).
5.OTHER ASSETS
| June 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Silver Purchase Agreement embedded derivative (i) | $ | — | $ | 1,898 |
| Other assets (ii) | 1,278 | 1,703 | ||
| Operating lease asset | 93 | 187 | ||
| Total other assets | 1,371 | 3,788 | ||
| Less current portion | 1,278 | 3,202 | ||
| Long-term portion | $ | 93 | $ | 586 |
(i) The asset balance in the comparative period represents the embedded derivative in relation to the silver price included in the Silver Purchase Agreement as further described in Note 8 (v), Note 10 (v) and Note 21 of these Financial Statements.
(ii) This balance represents other non-core assets acquired in the Argenta Property acquisition.
6.RESTRICTED CASH
| Property | June 30, 2024 | December 31, 2023 | ||
|---|---|---|---|---|
| Lone Tree, Nevada (i) | $ | 35,158 | $ | 40,243 |
| Ruby Hill, Nevada (ii) | 4,293 | 4,245 | ||
| Total restricted cash and cash equivalents | $ | 39,451 | $ | 44,488 |
(i)The Company has $35.2 million in restricted cash relating to the reclamation of the Company's Lone Tree property.
(ii) The Company has $4.3 million in restricted cash relating to the reclamation of the Company's Ruby Hill property.
(iii) During the first quarter of 2024, $6.0 million in cash collateral was returned to the Company.
7.PROPERTY, PLANT AND EQUIPMENT, NET
| June 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Pre-development and exploration properties | $ | 358,994 | $ | 358,994 |
| Buildings, plant and equipment | 202,787 | 199,831 | ||
| Construction-in-Progress | 23,934 | 25,820 | ||
| Total | 585,715 | 584,645 | ||
| Accumulated depreciation | 16,577 | 15,249 | ||
| Net carrying amounts | $ | 569,138 | $ | 569,396 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
Depreciation, depletion and amortization on property, plant and equipment during the three and six months ended June 30, 2024 and 2023 include amounts allocated to:
| Three months ended<br>June 30, | Six months ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Depreciation, depletion and amortization | $ | 74 | $ | 2,724 | $ | 451 | $ | 4,145 |
| Recorded in exploration, evaluation and pre-development | 69 | 38 | 131 | 93 | ||||
| Recorded in general and administrative | 62 | 110 | 124 | 215 | ||||
| Recorded in property maintenance | 488 | 284 | 744 | 568 | ||||
| 693 | 3,156 | 1,450 | 5,021 | |||||
| Inventory movement | 60 | (1,716) | 63 | (2,349) | ||||
| Total depletion, depreciation and amortization | $ | 753 | $ | 1,440 | $ | 1,513 | $ | 2,672 |
(a)Summary of mineral property Net Smelter Return ("NSR") royalties (as at June 30, 2024)
| Active properties | NSR (i) |
|---|---|
| McCoy-Cove, Nevada | 1.5% NSR Maverix Metals Inc. |
| 2% NSR Maverix Metals Inc. | |
| 2% NSR Chiara | |
| Tabor, Nevada | 3% NSR Renaissance |
| Granite Creek | 1-4% NSR Royal Gold/D.M. Duncan |
| 3-5% NSR Royal Gold | |
| 2% NSR Franco-Nevada/S&G Pinson | |
| Portions of 7.5% NSR Stoffer/Noceto/Phillips | |
| 2% NSR Stoffer/Noceto/Phillips/Murphy/Christison | |
| 10% NPI Gold Royalty | |
| 2% Franco-Nevada | |
| 0.5% NSR Nevada Gold Mines | |
| Lone Tree | 5% NSR VEK/Andrus |
| 1% NSR Franco-Nevada Mining Corporation, Inc. | |
| 4% NSR Bronco Creek, Inc. | |
| 5% NSR Marigold Mining Company | |
| 5% NSR Richardson | |
| 5% NSR BTF Properties | |
| 0.5%-1.5% NSR Newmont USA Limited | |
| Ruby Hill | 2.5% NSR Placer Dome U.S. Inc. |
| 3% Biale Trust | |
| 4% NSR Asarco Incorporated | |
| 3% RG Royalties | |
| Golden Hill | 4% NSR Asarco Incorporated |
| 3% NSR RG Royalties | |
| 0.5-1.5% NSR Royalty Consolidation Company | |
| 3% Biale Trust | |
| 4.0% Herrera | |
| 2.0% MacKenzie | |
| 4.0% Fulton/Wycosky |
(i)These royalties are tied to specific mining claims and may not apply to the entire property.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
8.LONG-TERM DEBT
| Orion Convertible Loan<br>(i) | Sprott Convertible Loan<br>(ii) | Convertible Debentures<br>(iii) | Gold Prepay Agreement<br>(iv) | Silver Purchase Agreement<br>(v) | Other | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at January 1, 2023 | $ | 38,232 | $ | 8,612 | $ | — | $ | 34,004 | $ | 32,446 | $ | 565 | $ | 113,859 |
| Fair value on inception | — | — | 61,906 | 16,277 | — | — | 78,183 | |||||||
| Additions and adjustments | — | 362 | — | — | — | 14 | 376 | |||||||
| Amortization of finance costs | 428 | — | 477 | 71 | 20 | — | 996 | |||||||
| Principal repayment | — | (2,038) | — | (17,043) | (6,231) | (297) | (25,609) | |||||||
| Finance charge | 8,104 | 1,352 | 4,557 | 8,867 | 3,427 | — | 26,307 | |||||||
| As at December 31, 2023 | 46,764 | 8,288 | 66,940 | 42,176 | 29,662 | 282 | 194,112 | |||||||
| Additions and adjustments | — | — | — | (1,064) | (731) | — | (1,795) | |||||||
| Amortization of finance costs | 268 | — | 319 | 58 | 26 | — | 671 | |||||||
| Principal repayment | — | — | — | (8,656) | (8,475) | (187) | (17,318) | |||||||
| Finance charge | 4,636 | 688 | 2,802 | 5,842 | 1,703 | — | 15,671 | |||||||
| As at June 30, 2024 | $ | 51,668 | $ | 8,976 | $ | 70,061 | $ | 38,356 | $ | 22,185 | $ | 95 | $ | 191,341 |
| Less current portion | — | — | — | 22,994 | 6,498 | 85 | 29,577 | |||||||
| Long-term portion | $ | 51,668 | $ | 8,976 | $ | 70,061 | $ | 15,362 | $ | 15,687 | $ | 10 | $ | 161,764 |
(i)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 bears interest at a rate of 8.0% annually and matures on December 13, 2025. The Orion Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature that are considered embedded derivatives by the Company. The change of control feature and conversion feature are classified as derivative financial liabilities measured at fair value. The forced conversion feature is not separated from the host contract as it is considered to be indexed to the Company's shares. During the period ended June 30, 2024, none of the features were exercised. The derivative financial liability was recorded at $13.6 million at inception and $1.2 million at June 30, 2024 (December 31, 2023 - $9.0 million). For the three and six months ended June 30, 2024, the Company recorded a fair value gain of $2.6 million and $7.9 million, respectively (2023 - $0.9 million and $8.2 million, respectively) related to the valuation of the embedded derivatives through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 18.64% to the host liability component. Interest accretion is included in interest expense. Orion is a related party (Note 19).
The initial fair value of the liability portion of the convertible loan was determined using a market interest rate for an equivalent non- convertible loan at the issue date. The liability is subsequently recognized on an amortized cost basis until extinguished on change of control, conversion or maturity of the loan.
(ii)Sprott Convertible Loan
On December 10, 2021, the Company entered into a Convertible Credit Agreement with a fund managed by Sprott Asset Management USA, Inc. and a fund managed by CNL Strategic Asset Management, LLC (“Sprott”) to borrow $10 million (the "Sprott Convertible Loan"). The Sprott Convertible Loan bears interest at a rate of 8.0% annually and matures on December 9, 2025. The Sprott Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature that are considered embedded derivatives by the Company. The change of control feature and conversion feature are classified as derivative financial liabilities measured at fair value. The forced conversion feature is not separated from the host contract as it is considered to be indexed to the Company's shares. During the second quarter of 2023, Sprott converted $1.8 million in principal and $0.2 million in interest into 800,449 common shares of the Company. During the period ended June 30, 2024, none of the features were exercised. The derivative financial liability was recorded at $2.7 million at inception and $0.2 million at June 30, 2024 (December 31, 2023 - $1.5 million). For the three and six months ended June 30, 2024, the Company recorded a fair value gain of $0.4 million and $1.3 million, respectively (2023 - $1.2 million and $2.2 million, respectively) related to the valuation of the embedded derivatives through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 16.10% to the host liability component. Interest accretion is included in interest expense. Sprott is a related party (Note 19).
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 is subsequently recognized on an amortized cost basis until extinguished on control, conversion or maturity of the loan.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
Under the Sprott Convertible Loan and Orion Convertible Loan (the "Convertible Loans"), if a change of control occurs prior to the maturity date, the Company shall make an offer to prepay the Convertible Loans in cash, in an amount equal to 101% of the then outstanding principal amount. Outstanding amounts under the Convertible Loans are 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, C$3.275 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 on the TSX at time of the conversion of such interest. Commencing 120 days following the closing date of the Convertible Loans, on any date when the volume weighted average price equals or exceeds 150% of the conversion price for each of the preceding 20 days, the Company may at its option elect to require the lenders to convert at the conversion price all of the then outstanding principal amount and any accrued and unpaid interest into common shares of the Company.
(iii)Convertible Debentures
On February 22, 2023, the Company closed a private placement offering of $65 million principal amount of secured Convertible Debentures of the Company. The Convertible Debentures bear interest at a fixed rate of 8.00% per annum and will mature on February 22, 2027. Outstanding amounts under the Convertible Debentures are convertible into common shares of the Company at any time prior to maturity at the option of the 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 Convertible Debentures contain a conversion feature, a change of control feature, and a forced conversion feature that are considered embedded derivatives by the Company. The conversion feature, change of control feature, and a forced conversion feature are classified as financial liabilities and not separated from the host liability component. The conversion feature and forced conversion feature are considered to be indexed to the Company's shares. During the period ended June 30, 2024, none of the features were exercised. Interest expense is calculated by applying the effective interest rate of 9.24% to the host equity component. The effective interest rate is calculated based on the host liability component after deducting transactions costs. Interest accretion is included in interest expense.
Under the Convertible Debentures if a change of control occurs prior to the maturity date, the Company shall make an offer to prepay the Convertible Debentures in cash, in an amount equal to 104% of the then outstanding principal amount, plus accrued and unpaid interest on such Convertible Debentures up to, and including, the change of control purchase date. The holder of the Convertible Debentures shall have the right, at any time, to convert all or any portion of the principal amount of the Convertible Debentures into common shares of the Company at the conversion price of $3.38 per common share. The holder shall also have the option to elect to convert all or any portion of the accrued and unpaid interest into common shares at a price equal to the greater of (i) the conversion price, (ii) the current market price of the common shares on NYSE at the time of the conversion of such amounts owing, or (iii) 5-day VWAP of the common shares on the TSX. If after 120 days after the issue date and prior to the maturity date, the VWAP of the common shares of the Company as measured in U.S. dollars on the NYSE American equals or exceeds 150% of the conversion price for 20 consecutive trading days, the Company shall have right to convert all but not less than all of the principal amount of the Convertible Debentures, and subject to the approval of the TSX or any applicable stock exchange, all accrued and unpaid interest on the Convertible Debentures (however, that such conversion price of the accrued and unpaid interest must not be less than the VWAP of the common shares on the TSX during the five trading days immediately preceding the relevant date), into common shares at the conversion price. The Convertible Debentures are not redeemable prior to the maturity date. Certain directors and/or officers of the Company subscribed for $0.23 million in principal amount of Convertible Debentures under the offering.
(iv)Gold Prepay Agreement
On December 13, 2021, the Company entered into a gold prepay agreement with Orion (the "Gold Prepay Agreement"). In April 2022, the Gold Prepay Agreement 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 Gold Prepay Agreement. Under the terms of the amended Gold Prepay Agreement, in exchange for $41.9 million, the Company is required to deliver to Orion 3,100 troy ounces of gold for the quarter ending June 30, 2022, and thereafter, 2,100 troy ounces of gold per calendar quarter until September 30, 2025, for aggregate deliveries of 30,400 troy ounces of gold.
On September 20, 2023, the Company entered into an A&R 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 troy ounces of gold over a period of 12 quarters, being 1,110 troy ounces of gold per quarter over the delivery period with the first delivery being 1,123 troy ounces of gold. The first delivery will occur on March 31, 2024, and the last delivery will occur on December 31, 2026.
On March 28, 2024, the Company entered into an amending agreement in relation to the A&R Gold Prepay Agreement with Orion pursuant to which the March 31, 2024 quarterly delivery of 3,223 troy ounces of gold was extended from March 31, 2024, to April 15, 2024 (the "First Amending Agreement").
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
On April 24, 2024, the Company entered into a Second A&R Gold Prepay Agreement with Orion as further described in Note 3 of these Financial Statements. Pursuant to the Second A&R Gold Prepay Agreement, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the A&R Gold Prepay Agreement until May 10, 2024. In addition, if the Company meets the Gold Option Criteria (as further described in Note 3 of these Financial Statements) it may elect to defer the deadline to deliver any of its quarterly gold delivery obligations for the 2024 calendar year by delivering to Orion, on or before September 30, 2025, the adjusted quarterly gold quantities (multiplied by 1.15 for gold deliveries made prior to June 30, 2025 and 1.19 for gold deliveries made thereafter). The remaining terms of the Second A&R Gold Prepay Agreement remain substantially the same as the existing A&R Gold Prepay Agreement. The Company may request an increase in the prepayment by an additional amount not exceeding $50 million in aggregate in accordance with the terms of the Second A&R Gold Prepay Agreement.
The Gold Prepay Agreement is recognized as a financial liability at amortized cost and it contains an embedded derivative in relation to the embedded gold price within the agreement that is measured at fair value each reporting period, as further described in Note 10 (iv) and Note 21 of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 30.1% to the financial liability (December 31, 2023 - 27.5%). Interest accretion is included in interest expense.
Management assessed the A&R Gold Prepay Agreement and determined that the modification was non-substantial. As a result, management accounted for the modification as an adjustment to the existing liability. The 2023 Gold Prepay Accordion liability was recorded at fair value at inception of $16.4 million. Management assessed the Second A&R Gold Prepay Agreement and determined that the modification was non-substantial.
On June 28, 2024, the Company entered into a Side Letter Agreement with Orion in relation to the June 30, 2024 quarterly delivery, whereby the Company agreed to deliver a minimum of 1,000 troy ounces of gold to Orion on or before July 1, 2024, and to deliver the remaining 2,210 troy ounces to Orion on or before August 31, 2024. During the second quarter of 2024, the Company delivered 4,223 troy ounces of gold to Orion, 3,223 troy ounces of gold in full satisfaction of the March 31, 2024 quarterly delivery and 1,000 troy ounces of gold in partial satisfaction of the June 30, 2024 gold delivery, leaving 2,210 troy ounces of gold remaining to be delivered in relation to the June 30, 2024 quarterly delivery. In connection with the Side Letter Agreement, the Company paid fees of $0.6 million to Orion.
As of June 30, 2024, the Company had delivered 19,923 troy ounces of gold towards the Second A&R Gold Prepay Agreement with Orion, leaving 23,810 troy ounces of gold remaining to be delivered under the agreement. The current portion of the liability is $23.0 million as of June 30, 2024.
(v)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.
On January 12, 2024, the Company entered into an extension agreement in relation to the Silver Purchase Agreement with Orion pursuant to which the 2023 Shortfall Amount Delivery Deadline was extended from January 15, 2024, to April 15, 2024 (the "Extension Agreement"). In connection with the Extension Agreement the Company paid an amendment fee of $0.2 million and issued 0.5 million common share warrants exercisable at C$2.717 per share with an exercise period of 48 months or until January 24, 2028.
On April 24, 2024, the Company entered into an Amended Silver Purchase Agreement with Orion as further described in Note 3 of these Financial Statements. Pursuant to the Amended Silver Purchase Agreement, Orion agreed to extend the deadline for the outstanding deliveries required to be made on or before April 15, 2024 under the Amended Silver Purchase Agreement until May 10, 2024. If the Company meets the Stream Option Criteria (as further described in Note 3 of these Financial Statements) it may elect to defer the requirements to deliver its annual minimum delivery amount for 2024 (a “Stream Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted annual minimum delivery amount (multiplied by 1.07 for silver deliveries made prior to June 30, 2025 and 1.11 for silver deliveries made thereafter).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
The Amended Silver Purchase Agreement is recognized as a financial liability at amortized cost and it contains two embedded derivatives as further described in Note 5 (i) and Note 21 of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 12.7% to the financial liability (December 31, 2023 - 12.3%). Interest accretion is included in interest expense.
Management assessed the Amended Silver Purchase Agreement and determined that the modification was non-substantial.
During the second quarter of 2024, the Company delivered 394,605 ounces of silver to Orion in full satisfaction of the 2023 Shortfall Amount. As of June 30, 2024, the Company had delivered 700,000 ounces of silver towards the Amended Silver Purchase Agreement with Orion. The current portion of the liability is $6.5 million as of June 30, 2024.
The obligations under the Second A&R Gold Prepay Agreement and Amended Silver Purchase Agreement are senior 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.
9.RECLAMATION LIABILITIES
The Company's reclamation liabilities results from mining activities and previously mined property interests. The obligation consists primarily of costs associated with mine reclamation and closure activities. On an ongoing basis, management evaluates its estimates and assumptions, and future expenditures could differ from current estimates. In calculating the best estimate of the Company's obligation on a net present value basis, management used credit adjusted risk-free interest rates ranging from 6.40% to 10.61%. A reconciliation of the discounted obligation is provided below:
| June 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Balance as at January 1 | $ | 49,765 | $ | 47,321 |
| Change in estimate | — | 218 | ||
| Reclamation expenditures | (238) | (540) | ||
| Accretion expense | 1,537 | 2,766 | ||
| Balance as at December 31 | 51,064 | 49,765 | ||
| Less current portion | 573 | 543 | ||
| Long-term portion | $ | 50,491 | $ | 49,222 |
10.OTHER LIABILITIES
| June 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Warrant liability (i) | $ | 9,329 | $ | 4,467 |
| Share-based payment liability (ii) | 1,818 | 1,184 | ||
| Orion - Conversion and change of controls rights (iii) | 1,160 | 9,028 | ||
| Sprott - Conversion and change of controls rights (iii) | 182 | 1,459 | ||
| Gold Prepay Agreement embedded derivative (iv) | 6,591 | 1,676 | ||
| Silver Purchase Agreement embedded derivative (v) | 3,404 | — | ||
| Contingent consideration (vi) | — | 4,898 | ||
| Lease liability | 183 | 310 | ||
| Total other liabilities | 22,667 | 23,022 | ||
| Less current portion | 6,015 | 6,282 | ||
| Long-term portion | $ | 16,652 | $ | 16,740 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(i)Warrant liability
Waterton warrants
In connection with the acquisition of Osgood the Company issued to Waterton 12.1 million common share warrants which are exercisable into one fully paid and non-assessable common share of the Company at an exercise price of C$3.64 per share until April 14, 2024. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $6.1 million and at June 30, 2024 nil (December 31, 2023 - $0.1 million). During the first quarter of 2023, Waterton exercised 0.4 million warrants to purchase 0.4 million common shares of the Company. 11.7 million common share warrants expired April 14, 2024.
Orion warrants
In connection with the Orion financing package the Company completed during the fourth quarter of 2021, the Company issued 5.5 million common share warrants exercisable at C$3.275 per share with an exercise period of 36 months or until December 13, 2024. On September 20, 2023, in connection with the A&R Gold Prepay Agreement the Company extended the expiry date by an additional twelve months to December 13, 2025. The initial fair value of the warrants recognized on inception was $3.5 million and at June 30, 2024 $0.2 million (December 31, 2023 - $2.0 million)
In connection with the A&R Gold Prepay Agreement entered into during the third quarter of 2023, the Company issued 3.8 million common share warrants exercisable at C$3.17 per share with an exercise period of 36 months or until September 20, 2026. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $1.9 million and at June 30, 2024 $0.5 million (December 31, 2023 - $1.8 million).
In connection with the Extension Agreement entered into during the first quarter of 2024, the Company issued 0.5 million common share warrants exercisable at C$2.72 per share with an exercise period of 48 months or until January 24, 2028. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $0.3 million and at June 30, 2024 $0.1 million.
Paycore replacement warrants
In connection with the Paycore acquisition discussed in Note 3 of these Financial Statements, the Company issued a total of 3.8 million common share warrants for Paycore warrants outstanding on the date of acquisition. The replacement warrants are comprised of 0.2 million common share warrants at an exercise price of C$3.09 per common share until April 20, 2024, 0.3 million common share warrants at an exercise price of C$2.40 per common share until February 9, 2025, and 3.3 million common share warrants at an exercise price of C$4.02 per common share until May 2, 2025. The initial fair value of the warrants recognized on inception was $2.7 million and at June 30, 2024 $0.1 million (December 31, 2023 - $0.6 million). 0.2 million common share warrants at an exercise price of C$3.09 per common share expired April 20, 2024.
Bought Deal Public Offering
On May 1, 2024, in connection with the Offering discussed in Note 3 of these Financial Statements, the Company issued 34.8 million common share warrants exercisable at C$2.15 per share with an exercise period of 48 months. The warrants commenced trading on the TSX on May 1, 2024, under the symbol "IAU.WT". The trading value was used to determine the fair value at inception and for subsequent periods. The initial fair value of the warrants recognized on inception was $8.9 million and at June 30, 2024 $8.4 million. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $0.5 million was allocated to the warrant liability and included in general and administrative expenses in the Consolidated Statements of Operations during the period ended June 30, 2024.
The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in USD. Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in profit or loss. For the three and six months ended June 30, 2024, the Company recognized a gain on the revaluation of the liability of $1.6 million and $4.3 million, respectively (2023 - 4.6 million and $10.2 million, respectively) through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
The fair value of the warrants, excluding warrants issued in connection with the Offering, were calculated using the Black-Scholes option pricing model, or a Monte Carlo simulation model, if applicable taking into the account the four month hold restriction, and with the following weighted average assumptions:
| June 30, 2024 | December 31, 2023 | |
|---|---|---|
| Risk free rate | 3.55% to 4.56% | 3.45% to 5.08% |
| Warrant expected life | 7 to 43 months | 3 to 33 months |
| Expected volatility | 50% to 64% | 42% to 54% |
| Expected dividend | 0% | 0% |
| Share price | C$1.44 | C$2.33 |
As of June 30, 2024, there were 48,185,249 warrants outstanding (December 31, 2023 - 24,716,409).
(ii)Share-based payment liability
The Company recognized a share-based payment liability of $1.8 million at June 30, 2024 (December 31, 2023 - $1.2 million) under the Company's restricted and deferred share unit plans as discussed in Note 11 (e) of these Financial Statements. The current portion of the liability is $0.9 million at June 30, 2024 (December 31, 2023 - $0.5 million).
(iii)Conversion and change of control right
The financial liability represents the conversion and change of control rights included in the Orion and Sprott Convertible Loans as further described in Note 8 (i), Note 8 (ii) and Note 21 of these Financial Statements.
(iv)Gold Prepay Agreement embedded derivative
The financial liability represents the embedded derivative in relation to the fixed gold price included in the Gold Prepay Agreement as further described in Note 8 (iv) and Note 21 of these Financial Statements. The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss. For the three and six months ended June 30, 2024, the Company recorded a fair value loss of $1.4 million and $4.9 million, respectively (2023 - $0.8 million gain and $2.3 million loss, respectively) related to the valuation of the embedded derivative through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements. As of June 30, 2024, the current portion of the Gold Prepay Agreement embedded derivative liability was $4.2 million.
(v)Silver Purchase Agreement embedded derivative
The liability balance represents the embedded derivative in relation to the silver price included in the Silver Purchase Agreement as further described in Note 8 (v) and Note 21 of these Financial Statements. The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss. For the three and six months ended June 30, 2024, the Company recorded a fair value loss of $4.4 million and $5.3 million, respectively (2023 - $1.3 million gain and $0.5 million gain, respectively) related to the valuation of the embedded derivative through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements. As of June 30, 2024, the current portion of the Silver Purchase Agreement embedded derivative liability was $0.9 million.
(vi)Contingent consideration
In connection with the acquisition of Osgood from Waterton, the Company recorded a financial liability associated with the contingent value rights obligation. The contingent value rights obligation included a payment to Waterton in the amount of $5.0 million upon the public announcement of a positive production decision related to the Granite Creek Project (underground or open pit) (the "Production Payment"), and an additional $5.0 million upon production of the first ounce of gold (excluding ordinary testing and bulk sampling programs) following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce (the "Price Payment").
In the third quarter of 2022, the Company paid Waterton $5.0 million in cash as part of the contingent value rights Production Payment. In the first quarter of 2024, the Company paid Waterton $3.6 million as part of the contingent value rights Price Payment. Consideration paid to Waterton consisted of 2.7 million common shares of the Company valued at $3.6 million. In the second quarter of 2024, the Company paid Waterton $1.4 million in cash in full satisfaction of the $5.0 million Price Payment.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(vii)Deferred consideration
In connection with the acquisition of Ruby Hill the Company recorded a financial liability associated with the milestone payments. The four milestone payments and corresponding early prepayment options are as follows:
•$17 million in cash and/or shares of i-80 Gold payable on the earlier of 60 days following the issuance of a press release by the Company regarding the completion of a new or updated Mineral Resource estimate for Ruby Hill or 15 months after closing, based on the market price of i-80 Gold's shares at the time of such payment (the "First Milestone Payment");
•$15 million in cash and/or shares of i-80 payable on the earlier of 60 days following the issuance of a press release by the Company regarding the completion of a Feasibility Study for Ruby Hill or 24 months after closing, based on the market price of i-80 Gold's shares at the time of such payment (the "Second Milestone Payment"). An early prepayment option to reduce the payment by $5 million to $10 million is available if the payment is made less than 15 months after closing and if the payment in shares of the Company does not exceed up to $7.5 million of the total amount, at the Company's discretion.
•$15 million in cash and/or shares of i-80 Gold payable on the earlier of 30 months after closing and 90 days following the announcement by the Company of a construction decision related to a deposit on any portion of Ruby Hill that is not currently being mined, based on the market price of i-80 Gold's shares at the time of such payment (the "Third Milestone Payment"); and
•$20 million in cash and/or shares of i-80 Gold payable on the earlier of 36 months after closing and 90 days following the announcement by the Company of achieving Commercial Production related to a deposit on any portion of Ruby Hill that is not currently being mined, priced based on the market price of i-80 Gold's shares at the time of such payment (the "Fourth Milestone Payment"). An early prepayment option to reduce the payment for the third and fourth milestone payments to $20 million is available if the payments are done prior to 24 months after closing, if the payment in shares of the Company did not exceed up to $10 million of the total amount, at the Company's discretion, and if shares held by Waterton do not exceed 9.99% of the outstanding shares of the Company.
During the first quarter of 2023, the Company exercised the early prepayment option and paid to Waterton total consideration of $27.0 million in satisfaction of the First and Second Milestone Payment. Consideration paid to Waterton consisted of $11.0 million in cash and 5,515,313 common shares of the Company valued at $16.0 million.
During the fourth quarter of 2023, the Company exercised the early prepayment option and paid to Waterton total consideration of $20.0 million in satisfaction of the Third and Fourth Milestone Payment. Consideration paid to Waterton consisted of $10.0 million in cash and 6,613,382 common shares of the Company valued at $10.0 million.
The Company recognized the liability at fair value with changes in fair value recognized in profit or loss. The initial fair value of the liability recognized on inception was $41.9 million. For the three and six months ended June 30, 2024, the Company recognized a loss on the revaluation of the liability of nil (2023 - $0.4 million and $0.8 million, respectively) through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements.
11.COMMON SHARES
(a)Authorized share capital
At June 30, 2024, the authorized share capital consisted of an unlimited number of common shares without par value.
(b)Issued share capital
On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million Units at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately C$115.0 million ($83.5 million). Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. The 34.8 million common share warrants issued in connection with the offering were valued at $8.9 million at inception using the closing price of the warrants of C$0.35 on May 1, 2024. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $4.1 million was allocated to shares issued and presented as a reduction to share capital within the statement of changes in equity.
On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$1.73 for total gross proceeds of C$2.0 million ($1.4 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 10 (vi) of these Financial Statements.
During the first quarter of 2024 the Company completed a non-brokered private placement of common shares. An aggregate of 13,064,204 shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of C$23.5 million ($17.4 million).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
On February 9, 2024, the Company issued 1.6 million common shares to Waterton at a price of C$1.80 for total gross proceeds of C$2.9 million ($2.1 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 10 (vi) of these Financial Statements.
On October 16, 2023, the Company issued 6.6 million common shares to Waterton at a price of C$2.057 for total gross proceeds of C$13.6 million ($10.0 million) as partial consideration of the Third Milestone Payment and Fourth Milestone Payment related to the Ruby Hill deferred consideration, as further described in Note 10 (vii) of these Financial Statements.
On August 1, 2023, the Company completed a private placement of common shares led by CIBC Capital Markets on behalf of a syndicate of underwriters. An aggregate of 13,629,800 shares were issued by the Company at a price of C$2.70 per common share for aggregate gross proceeds of C$36.8 million ($27.7 million). Certain directors and/or officers of the Company subscribed for C$0.5 million in common shares.
On June 27, 2023, Sprott converted $1.8 million in principal and subject to obtaining approval of the TSX $0.2 million in interest of the Convertible Loans into 800,449 common shares of the Company. On July 7, 2023, upon approval of the TSX the Company issued 800,449 common shares to Sprott.
On May 9, 2023, in connection with the Paycore acquisition the Company issued 5,016,991 common shares to Waterton in settlement of the contingent value rights agreement between Paycore and Waterton, as further described in Note 3 of these Financial Statements.
On May 5, 2023, the Company acquired 100% of the issued and outstanding shares of Paycore at the Exchange Ratio issuing 25,488,584 common shares to Paycore shareholders, as further described in Note 3 of these Financial Statements.
On January 16, 2023, the Company issued 5.5 million common shares to Waterton at a price of C$3.8945 for total gross proceeds of C$21.5 million ($16.0 million) as partial consideration of the First Milestone Payment and Second Milestone Payment related to the Ruby Hill deferred consideration, as further described in Note 10 (vii) of these Financial Statements.
The Company issued 0.9 million common shares for stock options and warrants exercised during the six months ended June 30, 2024 (2023 - 0.8 million) and received proceeds of $0.9 million (2023 - $1.9 million).
(c)Share option plan
The Company has a share option plan (the "Plan") which is restricted to directors, officers, key employees and consultants of the Company. The number of common shares subject to options granted under the Plan (and under all other management options and employee stock purchase plans) is limited to 10% in the aggregate and 1% with respect to any one optionee of the number of issued and outstanding common shares of the Company at the date of the grant of the option. Options issued under the Plan may be exercised during a period determined by the Company's Board of Directors which cannot exceed ten years. Vesting periods may range from immediate to five years.
(d)Stock options
The continuity of stock options issued and outstanding are as follows:
| Options outstanding<br><br># | Weighted average price<br><br>C$ | |
|---|---|---|
| Outstanding at December 31, 2022 | 7,878,746 | 2.30 |
| Issued in Paycore Acquisition | 1,727,200 | 1.89 |
| Granted | 2,088,687 | 3.20 |
| Exercised | (526,798) | 2.59 |
| Expired | (16,000) | 2.91 |
| Forfeited | (92,590) | 2.69 |
| Outstanding at December 31, 2023 | 11,059,245 | 2.39 |
| Granted | 941,316 | 1.74 |
| Exercised | (904,800) | 1.34 |
| Expired | (114,115) | 2.12 |
| Forfeited | (41,351) | 3.21 |
| Outstanding at June 30, 2024 | 10,940,295 | 2.42 |
The weighted average share price at the date of exercise for the six months ended June 30, 2024 was C$1.87 (2023 - C$3.17).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
At June 30, 2024, the following options were outstanding, and outstanding and exercisable:
| Outstanding | Outstanding and Exercisable | |||||
|---|---|---|---|---|---|---|
| Exercise price<br>CAD | Options<br># | Weighted average exercise price<br><br>C$ | Weighted average remaining life in years | Options<br># | Weighted average exercise price<br><br>C$ | Weighted average remaining life in years |
| $0.59 - $1.69 | 2,335,400 | $1.34 | 1.68 | 2,335,400 | $1.34 | 1.68 |
| $1.70 - $2.64 | 3,850,194 | $2.37 | 3.11 | 3,255,980 | $2.48 | 2.83 |
| $2.65 - $3.17 | 2,408,550 | $2.72 | 2.06 | 2,408,550 | $2.72 | 2.06 |
| $3.18 - $3.67 | 2,346,151 | $3.26 | 3.33 | 1,750,926 | $3.27 | 3.23 |
| 10,940,295 | $2.42 | 2.62 | 9,750,856 | $2.41 | 2.44 |
Total vested stock options at June 30, 2024 were 9,750,856 (December 31, 2023 - 9,081,403) with a weighted average exercise price of C$2.41 (December 31, 2023 - C$2.25).
The Company applies the fair value method of accounting for all share-based compensation awards and accordingly, $0.5 million was recorded for options issued as compensation during the six months ended June 30, 2024 (2023 - $1.4 million) per the table in (f) share-based payments below. The options had a weighted average grant date fair value of C$1.74 at June 30, 2024. As of June 30, 2024, there were 1,189,439 unvested stock options (December 31, 2023 - 1,977,842).
For purposes of the options granted, the fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model, with the following assumptions:
| June 30, <br>2024 | December 31, 2023 | |
|---|---|---|
| Risk-free interest rate | 3.84% to 4.05% | 3.47% to 4.03% |
| Annualized volatility based on historic volatility | 52% to 53% | 52% to 60% |
| Expected dividend | Nil | Nil |
| Forfeiture rate | 4.1% to 4.2% | 0.0% to 4.4% |
| Expected option life | 2 to 3.5 years | 2.4 to 3.5 years |
(e)Restricted and Deferred Share Unit Plan
The Company adopted the RSU plan to allow the Board of Directors to grant its employees non-transferable share units based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three-year period. Under the RSU plan, the awards can be equity or cash settled immediately upon vesting.
The Company adopted the DSU plan to grant members of its Board of Directors non-transferable share units based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three-year period. DSUs must be retained until the Director leaves the Board, at which time the awards will be equity or cash settled.
The following table summarizes the continuity of the RSUs and DSUs for the period ended June 30, 2024:
| RSUs outstanding # | DSUs outstanding # | |
|---|---|---|
| Outstanding at December 31, 2022 | 465,642 | 175,091 |
| Granted | 731,543 | 167,374 |
| Settled | (464,159) | — |
| Forfeited | (31,271) | — |
| Outstanding at December 31, 2023 | 701,755 | 342,465 |
| Granted | 2,051,374 | 420,927 |
| Forfeited | (87,030) | — |
| Outstanding at June 30, 2024 | 2,666,099 | 763,392 |
As the RSUs and DSUs are expected to be settled in cash, at June 30, 2024 a current liability of $0.9 million and a long-term liability of $0.9 million was outstanding and included in other liabilities (December 31, 2023 - $0.5 million and $0.7 million, respectively). For the six months ended June 30, 2024, $0.6 million has been recorded as an expense and included in general and administrative expense (2023 - $0.8 million). The total fair value of the vested and unvested RSUs and DSUs at June 30, 2024 was C$4.9 million (December 31, 2023 - $2.4 million).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
For purposes of the vesting of the RSUs and DSUs, the fair value of the liability was estimated using the share price of the valuation date and an expected weighted average forfeiture rate of 3% and nil, respectively.
(f)Share-based payments
The following table summarizes share-based payment expense included in the Consolidated Statements of Operations during the three and six months ended June 30, 2024 and 2023:
| Three months ended<br>June 30, | Six months ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Stock option valuation | $ | 154 | $ | 373 | $ | 509 | $ | 1,441 |
| RSUs and DSUs | 458 | 530 | 632 | 770 | ||||
| Total | $ | 612 | $ | 903 | $ | 1,141 | $ | 2,211 |
12.BASIC AND DILUTED LOSS PER SHARE
Basic loss per share is calculated based on the weighted average number of common shares and common share equivalents outstanding during the three and six months ended June 30, 2024, and 2023. Diluted loss per share is based on the assumption that stock options and warrants that have an exercise price less than the average market price of the Company's common shares during the period have been exercised on the later of the beginning of the year and the date granted. Net loss and basic weighted average shares outstanding are reconciled to diluted loss and diluted weighted average shares outstanding, respectively, as follows:
| Three months ended<br>June 30, | Six months ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Net loss | $ | (41,005) | $ | (26,276) | $ | (60,705) | $ | (48,687) |
| Basic and diluted weighted average shares outstanding | 361,145,495 | 265,433,411 | 333,234,688 | 255,573,142 | ||||
| Basic and diluted loss per share | $ | (0.11) | $ | (0.10) | $ | (0.18) | $ | (0.19) |
Convertible loans and debentures of 49,087,649, 10,940,295 stock options (Note 11 (d)) and 48,185,249 warrants (Note 10 (i)) were excluded from the computation of diluted weighted average shares outstanding for the three and six months ended June 30, 2024 (2023 - 45,311,752, 11,136,703 and 20,966,409, respectively) as their effect would be anti-dilutive.
13.SUPPLEMENTAL CASH FLOW INFORMATION
(i) The following table summarizes the changes in operating assets and liabilities:
| Three months ended<br>June 30, | Six months ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Receivables | $ | (1,638) | $ | (1,019) | $ | 602 | $ | (924) |
| Prepaids and deposits | (1,069) | (2,518) | (242) | (1,335) | ||||
| Inventory | 4,645 | (1,320) | (1,820) | (4,609) | ||||
| Accounts payable and accrued liabilities | 2,466 | 6,486 | (5,714) | 3,238 | ||||
| Increase (decrease) in working capital | $ | 4,404 | $ | 1,629 | $ | (7,174) | $ | (3,630) |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(ii) The following table summarizes non-cash items included in other income (expense):
| Three months ended<br>June 30, | Six months ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Gain on warrants | $ | 1,645 | $ | 4,607 | $ | 4,275 | $ | 10,175 |
| Gain on Convertible Loans derivative | 3,030 | 2,116 | 9,145 | 10,482 | ||||
| Loss on deferred consideration | (8) | (440) | (102) | (956) | ||||
| Gain on investments | — | 239 | — | 997 | ||||
| Gain (loss) on sales from Gold Prepay Agreement | (1,061) | 158 | (1,061) | 262 | ||||
| Gain (loss) on Gold Prepay derivative | (1,417) | 838 | (4,915) | (2,252) | ||||
| Gain (loss) on Silver Purchase derivative | (4,445) | 1,309 | (5,302) | 452 | ||||
| Other | 87 | 2 | 196 | 497 | ||||
| Total non-cash items included in other income (expense) | $ | (2,169) | $ | 8,829 | $ | 2,236 | $ | 19,657 |
14.REVENUE
Revenue by customer
The following table represents sales to individual customers representing 100% of the Company's gold and silver revenue:
| Three months ended<br>June 30, | Six months ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Customer 1 | $ | 2,706 | $ | 5,355 | $ | 7,000 | $ | 5,355 |
| Customer 2 | 3,473 | 2,821 | 6,746 | 2,821 | ||||
| Customer 3 | 1,149 | 2,857 | 1,969 | 6,083 | ||||
| Customer 4 | — | 36 | 26 | 1,359 | ||||
| Customer 5 | (144) | — | (144) | — | ||||
| Customer 6 | — | 241 | — | 241 | ||||
| Total revenue from major customers | $ | 7,184 | $ | 11,310 | $ | 15,597 | $ | 15,859 |
At June 30, 2024, the Company had one customer that made up 84% of trade receivables. At December 31, 2023, the Company had two customers that made up 95% of trade receivables. The Company is not economically dependent on a limited number of customers for the sale of its product because gold and other metals can be sold through numerous commodity market traders worldwide.
| Three months ended<br>June 30, | Six months ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Gold and silver | $ | 3,896 | $ | 8,489 | $ | 9,111 | $ | 13,038 |
| Mineralized material | 3,288 | 2,821 | 6,486 | 2,821 | ||||
| Total | $ | 7,184 | $ | 11,310 | $ | 15,597 | $ | 15,859 |
15.EXPLORATION, EVALUATION AND PRE-DEVELOPMENT
| Three months ended<br>June 30, | Six months ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Exploration and evaluation | $ | 4,357 | $ | 11,452 | $ | 5,910 | $ | 21,772 |
| Pre-development | 6,079 | 6,382 | 11,800 | 10,927 | ||||
| Total exploration, evaluation and pre-development | $ | 10,436 | $ | 17,834 | $ | 17,710 | $ | 32,699 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
16.OTHER INCOME (EXPENSE), NET
| Three months ended<br>June 30, | Six months ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Gain on warrants | $ | 1,645 | $ | 4,607 | $ | 4,275 | $ | 10,175 |
| Gain on Convertible Loans derivative | 3,030 | 2,116 | 9,145 | 10,482 | ||||
| Loss on deferred consideration | (8) | (440) | (102) | (956) | ||||
| Gain on foreign exchange | 449 | 43 | 379 | 45 | ||||
| Gain on investments | — | 239 | — | 997 | ||||
| (Loss) gain on sales from Gold Prepay Agreement | (1,061) | 158 | (1,061) | 262 | ||||
| (Loss) gain on Gold Prepay derivative | (1,417) | 838 | (4,915) | (2,252) | ||||
| (Loss) gain on Silver Purchase derivative | (4,445) | 1,309 | (5,302) | 452 | ||||
| Other | 1,207 | 636 | 1,820 | 1,398 | ||||
| Total other income (expense) | $ | (600) | $ | 9,506 | $ | 4,239 | $ | 20,603 |
17.INTEREST EXPENSE
| Three months ended<br>June 30, | Six months ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Interest accretion on Convertible Loans | $ | 2,722 | $ | 2,333 | $ | 5,324 | $ | 4,541 |
| Interest accretion on Gold Prepay Agreement | 3,026 | 1,929 | 5,842 | 3,966 | ||||
| Interest accretion on Silver Purchase Agreement | 792 | 829 | 1,703 | 1,647 | ||||
| Interest accretion on Convertible Debentures | 1,415 | 1,307 | 2,802 | 1,833 | ||||
| Amortization of finance costs | 357 | 249 | 671 | 431 | ||||
| Environmental rehabilitation accretion | — | — | — | — | ||||
| Interest paid | 445 | 8 | 451 | 22 | ||||
| Total interest expense | $ | 8,757 | $ | 6,655 | $ | 16,793 | $ | 12,440 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
18.SEGMENTED INFORMATION
Results of the operating segments are reviewed by the Company's chief operating decision makers ("CODM") to make decisions about resources to be allocated to the segments and to assess their performance. Each CODM is a member of the senior management team who rely on management positioned in each operating segment of the Company.
The results from operations for these reportable segments are summarized in the following tables:
| Six months ended June 30, 2024 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | ||||
|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 15,597 | $ | — | $ | — | $ | 15,597 |
| Cost of sales | (27,753) | — | — | (27,753) | ||||
| Depletion, depreciation and amortization | (451) | — | — | (451) | ||||
| Exploration, evaluation and pre-development | (12,873) | (4,837) | — | (17,710) | ||||
| Overhead costs | (6,295) | (501) | (10,265) | (17,061) | ||||
| Other income | 936 | — | 3,303 | 4,239 | ||||
| Interest expense | (445) | — | (16,348) | (16,793) | ||||
| Loss before income taxes | (31,284) | (5,338) | (23,310) | (59,932) | ||||
| Deferred tax expense | — | — | (773) | (773) | ||||
| Loss for the period | $ | (31,284) | $ | (5,338) | $ | (24,083) | $ | (60,705) |
| Six months ended June 30, 2023 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | $ | 15,859 | $ | — | $ | — | $ | 15,859 |
| Cost of sales | (18,731) | — | — | (18,731) | ||||
| Depletion, depreciation and amortization | (4,145) | — | — | (4,145) | ||||
| Exploration, evaluation and pre-development | (19,816) | (12,883) | — | (32,699) | ||||
| Overhead costs | (5,810) | (469) | (12,134) | (18,413) | ||||
| Other (expense) income | (322) | 32 | 20,893 | 20,603 | ||||
| Interest expense | (9) | — | (12,431) | (12,440) | ||||
| Loss before income taxes | (32,974) | (13,320) | (3,672) | (49,966) | ||||
| Deferred tax recovery | — | — | 1,279 | 1,279 | ||||
| Loss for the period | $ | (32,974) | $ | (13,320) | $ | (2,393) | $ | (48,687) |
| Three months ended June 30, 2024 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | $ | 7,184 | $ | — | $ | — | $ | 7,184 |
| Cost of sales | (19,422) | — | — | (19,422) | ||||
| Depletion, depreciation and amortization | (74) | — | — | (74) | ||||
| Exploration, evaluation and pre-development | (7,967) | (2,469) | — | (10,436) | ||||
| Overhead costs | (2,372) | (248) | (5,894) | (8,514) | ||||
| Other income (expense) | 802 | — | (1,402) | (600) | ||||
| Interest expense | (443) | — | (8,314) | (8,757) | ||||
| Loss before income taxes | (22,292) | (2,717) | (15,610) | (40,619) | ||||
| Deferred tax expense | — | — | (386) | (386) | ||||
| Loss for the period | $ | (22,292) | $ | (2,717) | $ | (15,996) | $ | (41,005) |
1 Includes Ruby Hill, Lone Tree and Granite Creek
2 McCoy-Cove and FAD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
| Three months ended June 30, 2023 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 11,310 | $ | — | $ | — | $ | 11,310 | ||||||||||
| Cost of sales | (12,188) | — | — | (12,188) | ||||||||||||||
| Depletion, depreciation and amortization | (2,724) | — | — | (2,724) | ||||||||||||||
| Exploration, evaluation and pre-development | (10,799) | (7,035) | — | (17,834) | ||||||||||||||
| Overhead costs | (3,087) | (236) | (5,450) | (8,773) | ||||||||||||||
| Other (expense) income | (57) | 32 | 9,531 | 9,506 | ||||||||||||||
| Interest expense | (2) | — | (6,653) | (6,655) | ||||||||||||||
| Loss before income taxes | (17,547) | (7,239) | (2,572) | (27,358) | ||||||||||||||
| Deferred tax recovery | — | — | 1,082 | 1,082 | ||||||||||||||
| Loss for the period | $ | (17,547) | $ | (7,239) | $ | (1,490) | $ | (26,276) | ||||||||||
| As at June 30, 2024 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Capital expenditures | $ | 1,364 | $ | — | $ | — | $ | 1,364 | ||||||||||
| Property, plant and equipment | 422,966 | 143,341 | 2,831 | 569,138 | ||||||||||||||
| Total assets | 495,649 | 143,941 | 40,349 | 679,939 | ||||||||||||||
| Total liabilities | $ | (33,342) | $ | 96,573 | $ | 239,550 | $ | 302,781 | As at December 31, 2023 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Capital expenditures | $ | 17,237 | $ | 91,933 | $ | 338 | $ | 109,508 | ||||||||||
| Property, plant and equipment | 422,845 | 143,378 | 3,173 | 569,396 | ||||||||||||||
| Total assets | 494,657 | 144,194 | 15,432 | 654,283 | ||||||||||||||
| Total liabilities | $ | (32,440) | $ | 96,877 | $ | 244,550 | $ | 308,987 |
19.RELATED PARTY TRANSACTIONS
The Company had the following transactions with its related parties who have been identified as principal owners.
Related party debt
i.The Company entered into convertible loan agreements with both Orion and Sprott (Note 8). Interest accretion related to the loans are recorded in interest expense (Note 17).
ii.The Company has a gold prepay and silver purchase agreement with Orion (Note 8).
Other liabilities
i.In connection with the financing package completed in 2021 and subsequent amendments, the company issued warrants to Orion (Note 10).
1 Includes Ruby Hill, Lone Tree and Granite Creek
2 McCoy-Cove and FAD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
20.COMMITMENTS AND CONTINGENCIES
Surety bonds
At June 30, 2024, the Company has outstanding surety bonds in the amount of $132.8 million in favour of either the United States Department of the Interior, Bureau of Land Management ("BLM"), or the State of Nevada, Department of Conservation & Natural Resources as financial support for environmental reclamation and exploration permitting. This includes surety bonds for the Lone Tree project and the Ruby Hill property in the amounts of $87.0 million and $27.0 million, respectively. The surety bonds are secured by a $39.5 million deposit (December 31, 2023 - $44.5 million) and are subject to fees competitively determined in the marketplace. During the first quarter of 2024, $6.0 million in cash collateral was returned to the Company. The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations. As specific requirements are met, the BLM and State of Nevada as beneficiary of the instruments, will return the instruments to the issuing entity. As these instruments are associated with operating sites with long-lived assets, they will remain outstanding until closure.
21.FINANCIAL INSTRUMENTS
The Company's operations include the acquisition and exploration of mineral properties in the State of Nevada. The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other risks. Where material, these risks are reviewed and monitored by the Board of Directors.
Fair value
(i)Definitions
ASC 820 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value 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).
(ii)Valuation techniques used to determine fair values
The Company calculates fair values based on the following methods of valuation and assumptions:
a.Financial assets
Financial assets other than the Company's derivative assets described below 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.
b.Financial liabilities
Financial liabilities not classified as fair value through profit or loss are carried at amortized cost. Accounts payable and accrued liabilities approximate their carrying value due to their short term nature.
Share-based payment and warrant liabilities
The share-based payment and warrant liabilities are classified within level 2 of the fair value hierarchy and are fair valued using a valuation model that incorporates such factors as the Company’s share price volatility, risk free rates and expiry dates including managements assumptions on forfeiture rates.
The warrants issued in connection with the Offering are classified within level 1 of the fair value hierarchy as the warrants are listed on the TSX and therefore a quoted market price is available.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
Contingent consideration
Contingent consideration related to Granite Creek was recognized at fair value on acquisition and in the comparative period prior to settlement by the Company during the second quarter of 2024 (Note 10 (vi)). This liability was classified within level 3 of the fair value hierarchy as it involved management's best estimate of whether or not the key activities and market conditions required for each contingent payment would be achieved. The significant unobservable inputs include such inputs as managements estimate of the probability of a positive production decision related to the Granite Creek Project and managements estimate of the probability of producing the first ounce of gold following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce. The fair value of the contingent consideration was the present value of projected future cash flows using a discount rate of 7.5%.
Deferred consideration
Deferred consideration related to Ruby Hill was recognized at fair value on acquisition and in the comparative period prior to settlement by the Company during the third quarter of 2023, as further described in Note 10 (vii) of the Consolidated Financial Statements. This liability was classified within level 3 of the fair value hierarchy as it involved management's best estimate of whether or not the key activities as described in Note 10 (vii) of these Financial Statements required for each milestone payment would be achieved. Management assumed that all milestones would be achieved and the early repayment option would be taken. The fair value of the deferred consideration was the present value of projected future cash flows using a discount rate of 7.5%.
Convertible Loans
The Convertible Loans contain conversion and change of control rights that are separately measured at fair value each reporting period (level 3). In determining the fair value at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as managements estimate of the probability and date of a change of control event, the Company's share price, share price variability, credit spreads, and interest rates. Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations.
Gold Prepay Agreement
The Gold Prepay Agreement is recognized as a financial liability at amortized cost and contains an embedded derivative in relation to the embedded gold price within the agreement that is measured at fair value each reporting period (level 3). In determining the fair value of the embedded derivative at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as metal prices, metal price volatility, and risk free borrowing rates. Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations.
Silver Purchase Agreement
The Amended 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). On initial recognition and at June 30, 2024, the gold substitution option did not have any value. In determining the fair value of the embedded derivatives at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as metal prices, metal price volatility, risk free borrowing rates and the Company's production profile. Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(iii)Fair value measurements using significant unobservable inputs (level 3)
The following tables present the changes in level 3 items for the periods ended June 30, 2024 and December 31, 2023:
| Convertible Loans | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Orion conversion and change of control rights | Sprott conversion and change of control rights | Silver Purchase Agreement - silver price derivative | Gold Prepay Agreement - gold price derivative | Contingent consideration | Deferred consideration | |||||||
| Balance as at January 1, 2023 | $ | (27,029) | $ | (5,299) | $ | 1,898 | $ | 2,916 | $ | (4,541) | $ | (45,805) |
| Principal repayment | — | — | — | — | — | 47,000 | ||||||
| Fair value adjustments | 18,001 | 3,840 | — | (4,592) | (357) | (1,195) | ||||||
| Balance as at December 31, 2023 | $ | (9,028) | $ | (1,459) | $ | 1,898 | $ | (1,676) | $ | (4,898) | $ | — |
| Principal repayment | — | — | — | — | 5,000 | — | ||||||
| Fair value adjustments | 7,868 | 1,277 | (5,302) | (4,915) | (102) | — | ||||||
| Balance as at June 30, 2024 | $ | (1,160) | $ | (182) | $ | (3,404) | $ | (6,591) | $ | — | $ | — |
(iv)Valuation inputs and relationships to fair value
The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:
| Balance as at June 30, 2024 | Unobservable input | Fair Value | Change in Fair Value | ||
|---|---|---|---|---|---|
| Assumption: | -10% | 10% | |||
| Silver Purchase Agreement - silver price derivative | Change in forecast silver price | $ | (3,404) | $2,404 | $(2,404) |
| Gold Prepay Agreement - gold price derivative | Change in forecast gold price | $ | (6,591) | $2,536 | $(2,536) |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
22.SUBSEQUENT EVENTS
ATM Program and Filing of Prospectus Supplement
The Company obtained a receipt for a final short form base shelf prospectus on June 24, 2024 (the "Canadian Shelf Prospectus"). The Canadian Shelf Prospectus was filed with the securities regulators in each province and territory of Canada, and a corresponding U.S. base prospectus contained in its registration statement on Form F-10 (the "U.S. Base Prospectus") was filed with the United States Securities and Exchange Commission ("SEC").
These filings allow the Company to make offerings of common shares, warrants, debt securities, subscription receipts and units (collectively, the “Securities”), or any combination thereof, from time to time over a 25-month period in both Canada and the United States. The Securities may be offered in amounts, at prices and on terms to be determined at the time of sale and, subject to applicable regulations, may include “at-the-market” offerings, public offerings or strategic investments. The specific terms of future offerings of Securities, if any such offerings occur, will be set forth in one or more prospectus supplement(s) to be filed with applicable securities regulators.
The at-the-market equity program (the "ATM Program") has been implemented pursuant to the terms of an equity distribution agreement dated August 12, 2024 (the "Equity Distribution Agreement"), among the Company, National Bank Financial Inc. and a syndicate of underwriters (collectively, the "Agents"). The ATM Program will allow i-80, through the Agents, to, from time to time, offer and sell in Canada and the United States through the facilities of the TSX and the NYSE American stock exchange (the “NYSE American”) such number of common shares in the capital of the Company (the “Shares”) as would have an aggregate offering price of up to $50 million. Sales of the Shares, if any, will be made in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions and an “at-the-market offering” as defined in Rule 415 under the United States Securities Act of 1933, as amended, including sales made by the Agents directly on the TSX, the NYSE American or any other trading market for common shares in Canada or the United States or as otherwise agreed between the Agents and the Company. The Shares that may be issued by the Company under the ATM Program have been conditionally approved for listing on the TSX and have been conditionally approved for listing on the NYSE American.
The offering of Shares under the ATM Program will be made through and qualified in Canada by, a prospectus supplement dated August 12, 2024 (the “Canadian Prospectus Supplement”) to the Canadian Shelf Prospectus, each filed with the securities commissions in each of the provinces and territories of Canada, and in the United States pursuant to a prospectus supplement dated August 12, 2024 (the “U.S. Prospectus Supplement”) to the Company's U.S. Base Prospectus filed with the SEC.
The ATM Program will be effective until July 24, 2026, unless terminated before such date by i-80 or otherwise in accordance with the Equity Distribution Agreement. The timing and extent of the use of the ATM Program will be at the discretion of the Company. Accordingly, total gross proceeds from equity offerings under the ATM Program, if any, could be significantly less than $50 million.
The Company intends to use any proceeds from the ATM Program to advance the exploration, development, expansion, the repayment of debt, and working capital requirements of the Company’s McCoy Cove Project, Granite Greek Project, Lone Tree Project, Ruby Hill Project and for general corporate and working capital purposes. Actual allocation of the proceeds may vary depending on the amount raised, the time periods during which the proceeds are raised and future developments in relation to the Company’s projects and unforeseen events.
28
Document
Management's Discussion and Analysis of Operations and Financial Condition
This Management's Discussion and Analysis of Operations and Financial Condition (“MD&A”) of i-80 Gold Corp. (“i-80 Gold” or the “Company”) should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements (the “Financial Statements”) for the three and six months ended June 30, 2024, and the notes thereto. The Company's Financial Statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America ("US GAAP") as issued by the Financial Accounting Standards Board (“FASB”) as applicable to interim financial statements. Unless otherwise stated, all amounts discussed herein are denominated in U.S. dollars (C$ represents Canadian dollars). Additionally, this MD&A should be read in conjunction with Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations and the Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025. Readers are encouraged to read the Company’s public information filings on i-80 Gold’s web-site at www.i80gold.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.
This discussion provides management's analysis of the Company’s historical operating and financial results and provides estimates of future operating and financial performance based on information currently available. Actual results may vary from estimates and the variances may be significant. Readers should be aware that historical results are not necessarily indicative of future performance. Cautionary statements regarding mineral reserves and mineral resources, and forward-looking information can be found in the Sections titled “Technical Information” and “Cautionary Statements on Forward-Looking Statements” in this MD&A.
The Company has included certain non-GAAP financial performance measures, which the Company believes, that together with measures determined in accordance with US GAAP, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-GAAP financial performance measures do not have any standardized meaning prescribed under US GAAP, and therefore they may not be comparable to similar non-GAAP financial performance measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with US GAAP. Descriptions and reconciliations associated with the non-GAAP financial performance measures can be found in the section titled “Non-GAAP Financial Performance Measures” in this MD&A.
Transition to US Generally Accepted Accounting Principles
Historically, the Company has prepared its Financial Statements under IFRS Accounting Standards for reporting as permitted by security regulators in Canada, as well as in the United States under the status of a foreign private issuer as defined by the United States Securities and Exchange Commission (the “SEC”). On June 28, 2024, the Company determined that it no longer qualifies as a foreign private issuer under the SEC rules. As a result, beginning January 1, 2025 the Company is required to report with the SEC on domestic forms and comply with domestic company rules. Consequently, the Company will be required to prepare its financial statements using United States Generally Accepted Accounting Principles (“US GAAP”), presented in U.S. dollars, effective beginning with the Company’s 2024 annual consolidated financial statements and for all subsequent reporting periods. The transition to US GAAP will be made retrospectively.
Transition from Foreign Private Issuer Status
As noted above, the Company will begin reporting with the SEC on U.S. domestic forms, using US GAAP, and including the required mining disclosures per the SEC Modernization Rules. The transition from foreign private issuer status is expected to result in an increase in general and administrative costs due to the conversion from IFRS Accounting Standards to US GAAP presentations as well as additional compliance costs relating to mining disclosure requirements under the SEC Modernization Rules
OVERVIEW
Company Overview
i-80 Gold Corp. is a Nevada-focused growth-oriented gold and silver producer engaged in the exploration, development, and production of gold, silver and polymetallic deposits. The Company's principal assets (all wholly-owned) include the Granite Creek property, Ruby Hill property, Lone Tree property, McCoy-Cove project and FAD property.
The Company was incorporated on November 10, 2020, in the province of British Columbia, Canada. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol IAU and the New York Stock Exchange (“NYSE”) under the symbol IAUX. The Company’s head office is located in Reno, Nevada.
Highlights
Second Quarter
•First mineralized material was accessed at South Pacific Zone at the Granite Creek mine in June, 2024.
•3,760 feet of horizontal and vertical advancement at the Granite Creek mine.
•Commenced underground delineation drilling of the CSD Gap and Helen zones at the McCoy-Cove project (14,382 feet).
•Q2 2024 gold sales of 1,636 ounces at a realized gold price of $2,3611 per ounce.
•9,361 tons of mineralized material sold for total revenues of $5.9 million.
•June 30, 2024 cash balance of $47.8 million and $39.5 million in restricted cash.
1 See “Non-GAAP Financial Performance Measures” section of this MD&A.
Year to Date
•Completed 17,976 feet of exploration drilling at McCoy-Cove.
•Completed 6,938 feet of horizontal and vertical advancement at the Granite Creek mine.
•YTD Gold sales of 4,122 ounces at a realized gold price of $2,1931 per ounce.
•19,528 tons of mineralized material sold (5,183 tons of sulfide mineralized material) for total revenues of $9.1 million.
•A total of 40,447 feet (core and RC) drilled YTD with multiple positive results to expand mineralization further at the Ruby Hill mine, the Granite Creek mine and the McCoy-Cove project.
Recent Development
ATM Program and Filing of Prospectus Supplement
The Company obtained a receipt for a final short form base shelf prospectus on June 24, 2024 (the "Canadian Shelf Prospectus"). The Canadian Shelf Prospectus was filed with the securities regulators in each province and territory of Canada, and a corresponding U.S. base prospectus contained in its registration statement on Form F-10 (the "U.S. Base Prospectus") was filed with the United States Securities and Exchange Commission ("SEC").
These filings allow the Company to make offerings of common shares, warrants, debt securities, subscription receipts and units (collectively, the “Securities”), or any combination thereof, from time to time over a 25-month period in both Canada and the United States. The Securities may be offered in amounts, at prices and on terms to be determined at the time of sale and, subject to applicable regulations, may include “at-the-market” offerings, public offerings or strategic investments. The specific terms of future offerings of Securities, if any such offerings occur, will be set forth in one or more prospectus supplement(s) to be filed with applicable securities regulators.
The at-the-market equity program (the "ATM Program") has been implemented pursuant to the terms of an equity distribution agreement dated August 12, 2024 (the "Equity Distribution Agreement"), among the Company, National Bank Financial Inc. and a syndicate of underwriters (collectively, the "Agents"). The ATM Program will allow i-80, through the Agents, to, from time to time, offer and sell in Canada and the United States through the facilities of the TSX and the NYSE American stock exchange (the “NYSE American”) such number of common shares in the capital of the Company (the “Shares”) as would have an aggregate offering price of up to $50 million. Sales of the Shares, if any, will be made in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions and an “at-the-market offering” as defined in Rule 415 under the United States Securities Act of 1933, as amended, including sales made by the Agents directly on the TSX, the NYSE American or any other trading market for common shares in Canada or the United States or as otherwise agreed between the Agents and the Company. The Shares that may be issued by the Company under the ATM Program have been conditionally approved for listing on the TSX and have been conditionally approved for listing on the NYSE American.
The offering of Shares under the ATM Program will be made through and qualified in Canada by, a prospectus supplement dated August 12, 2024 (the “Canadian Prospectus Supplement”) to the Canadian Shelf Prospectus, each filed with the securities commissions in each of the provinces and territories of Canada, and in the United States pursuant to a prospectus supplement dated August 12, 2024 (the “U.S. Prospectus Supplement”) to the Company's U.S. Base Prospectus filed with the SEC.
The ATM Program will be effective until July 24, 2026, unless terminated before such date by i-80 or otherwise in accordance with the Equity Distribution Agreement. The timing and extent of the use of the ATM Program will be at the discretion of the Company. Accordingly, total gross proceeds from equity offerings under the ATM Program, if any, could be significantly less than $50 million.
The Company intends to use any proceeds from the ATM Program to advance the exploration, development, expansion, the repayment of debt, and working capital requirements of the Company’s McCoy Cove Project, Granite Greek Project, Lone Tree Project, Ruby Hill Project and for general corporate and working capital purposes. Actual allocation of the proceeds may vary depending on the amount raised, the time periods during which the proceeds are raised and future developments in relation to the Company’s projects and unforeseen events.
Financing Agreements
Bought Deal
On May 1, 2024, the Company completed a bought deal public offering (the “Offering“) of an aggregate of 69,698,050 units (each, a “Unit“) at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately C$115.0 million ($83.5 million), including the full exercise of the previously announced over-allotment option. Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. Each warrant is exercisable to acquire one common share of the Company for a period of 48 months from closing of the Offering at an exercise price of C$2.15 per share. On May 1, 2024, 34,849,025 share purchase warrants issued in connection with the Offering commenced trading on the TSX under the symbol "IAU.WT".
Private Placement of Common Shares
On March 31, 2024, the Company completed a non-brokered private placement of common shares. An aggregate of 13,064,204 shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of C$23.5 million ($17.4 million).
Contingent Payment
On February 9, 2024, the Company issued 1,600,000 common shares to Waterton at a price of C$1.80 for total gross proceeds of C$2.9 million ($2.1 million) as partial consideration of the contingent value rights payment related to Granite Creek due upon production of
the first ounce of gold (excluding ordinary testing and bulk sampling programs) following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce, as further described in the Financial Statements.
On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$1.73 for total gross proceeds of C$2.0 million ($1.4 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in the Financial Statements.
In the first quarter of 2024, the Company paid to Waterton $3.6 million as part of the contingent value rights Price Payment. Consideration paid to Waterton consisted of 2,727,336 common shares of the Company valued at $3.6 million. In the second quarter of 2024, the Company paid to Waterton $1.4 million in cash in full satisfaction of the $5.0 million Price Payment. The $5.0 million Price Payment is recorded in property, plant and equipment on the consolidated statements of financial position.
Gold Prepay Agreement
On March 28, 2024, the Company entered into an amending agreement in relation to the gold prepay agreement (“Gold Prepay Agreement”) with Orion Mine Finance (“Orion”) pursuant to which the March 31, 2024 quarterly delivery of 3,223 troy ounces of gold was extended from March 31, 2024, to April 15, 2024 (the "First Amending Agreement").
On April 24, 2024, the Company entered into a second amending agreement with Orion to amend the terms of the A&R Gold Prepay Agreement (the “Second A&R Gold Prepay Agreement). In accordance with the terms of the Second A&R Gold Prepay Agreement, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the A&R Gold Prepay Agreement until May 10, 2024.
On June 28, 2024, the Company entered into a Side Letter Agreement with Orion in relation to the June 30, 2024 quarterly delivery, whereby the Company agreed to deliver a minimum of 1,000 troy ounces of gold to Orion on or before July 1, 2024, and to deliver the remaining 2,210 troy ounces to Orion on or before August 31, 2024. During the second quarter of 2024, the Company delivered 4,223 troy ounces of gold to Orion, 3,223 troy ounces of gold in full satisfaction of the March 31, 2024 quarterly delivery and 1,000 troy ounces of gold in partial satisfaction of the June 30, 2024 gold delivery, leaving 2,210 troy ounces of gold remaining to be delivered in relation to the June 30, 2024 quarterly delivery. In connection with the partial deferral of the June 30, 2024 quarterly delivery, the Company paid deferral related fees of $0.6 million to Orion.
As of June 30, 2024, the Company had delivered 19,923 troy ounces of gold towards the Second A&R Gold Prepay Agreement with Orion, leaving 23,810 troy ounces of gold remaining to be delivered under the agreement. The current portion of the liability is $23.0 million as of June 30, 2024.
Silver Purchase Agreement
On January 12, 2024, the Company entered into an extension agreement in relation to the silver purchase and sale agreement entered into with affiliates of Orion (“Silver Purchase Agreement”) pursuant to which in the event that the amount of silver delivered under the Silver Purchase Agreement is less than the 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"). The 2023 Shortfall Amount Delivery Deadline was extended from January 15, 2024, to April 15, 2024 (the "Extension Agreement"). In connection with the Extension Agreement, the Company paid an amendment fee of $0.2 million and issued 0.5 million common share warrants exercisable at C$2.72 per share with an exercise period of 48 months or until January 24, 2028.
On April 24, 2024, the Company entered into an amending agreement with Orion (the “Amended Silver Purchase Agreement”) to amend the terms of its Silver Purchase Agreement. In accordance with the terms of the Amended Silver Purchase Agreement, Orion agreed to extend the deadline for the outstanding deliveries required to be made on or before April 15, 2024 under the Amended Silver Purchase Agreement until May 10, 2024.
During the three months ended June 30, 2024, the Company delivered 394,605 ounces of silver to Orion in full satisfaction of the 2023 Shortfall Amount. As of June 30, 2024, the Company had delivered 700,000 ounces of silver towards the Silver Purchase Agreement with Orion. The current portion of the liability is $6.5 million as of June 30, 2024.
DISCUSSION OF OPERATIONAL RESULTS
Granite Creek mine
The Granite Creek mine has an extended history of gold exploration and mining activity. Gold was initially discovered in the mid to late 1930’s. Approximately one million ounces have been produced from the property since that time. The Granite Creek mine comprises of several land parcels which now encompass approximately 4,480 acres, located in the Potosi mining district, 27 miles northeast of Winnemucca, within the southeastern part of Humboldt County, Nevada. The seven-square miles of land contain all areas of past gold production and the area of the currently estimated mineral resource. This area includes the historical Pinson Mine. Highlights for the three and six months ended June 30, 2024, include:
•33,469 wet tons of mineralized material were mined and added to the stockpile as of Q2 2024.
•Sale of total mineralized material of 9,361 tons for proceeds of $5.9 million for the three months ended June 30, 2024.
•Sale of total mineralized material of 19,528 tons YTD for proceeds of $9.1 million for the six months ended June 30, 2024.
•320 gold equivalent ounces of sulfide material sales occurred in Q2 2024.
•First mineralized material was accessed at South Pacific Zone at the Granite Creek mine in June, 2024.
•3,760 feet of horizontal and vertical advancement in Q2 2024.
The current priority at Granite Creek during the first half of the year was to gain access to the South Pacific Zone that is expected to be the primary zone for mining in the future. Installation of infrastructure required to provide for the execution of a long-term mine plan continues. As mine workings continue to go deeper, the management of water inflows into the underground workings is a top priority for initiating commercial production. Water is managed through a combination of de-watering wells and underground sumps and the Company is enhancing its de-watering capabilities by adding wells (completed installation of “Well 6”) and is initiating the deepening of existing de-watering wells to increase flow and extend their useful life.
The Company continues to encounter elevated oxide mineralized material with approximately 83% of mined mineralization being oxide during the quarter. The oxide mineralized material is sold under an ore purchase agreement, therefore no gold ounces are reported as production. As of June 30, 2024, the Company had delivered 34,695 of the 40,000 tons of material that were sold in December 2023, the Company has met the delivery requirements for the prepaid deposit, therefore additional recoveries from the 40,000 tons will result in additional revenue for the Company. As the Company continues to de-water and advance development of the South Pacific Zone, mining rates are expected to increase.
McCoy-Cove project
The McCoy-Cove project 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. The McCoy-Cove project is, for the most part, on land controlled by the U.S. Department of Interior, Bureau of Land Management ("BLM") and patented mining claims. The McCoy-Cove project consists of 1,535 100%-owned unpatented claims and twelve leased patented claims. Highlights for the three and six months ended June 30, 2024, include:
•Achieved high grade infill drilling results at the Helen and Gap zones for the three and six months ended June 30, 2024.
•14,382 feet of drilling completed for the three months ended June 30, 2024.
•17,976 feet of drilling completed for the six months ended June 30, 2024.
•Baseline field studies including vegetation, migration birds, geochemical, and hydrological continue to move forward.
•Preliminary work has also commenced on the baseline air quality impact analysis report, global climate change technical memo, and baseline geochemical characterization report.
•The initial hydrology model has been completed, and the Company is currently optimizing the design of the de-watering infrastructure based on this model.
Ruby Hill mine
The Ruby Hill mine is located within the Battle Mountain-Eureka Trend, and is host to the Archimedes open pit and multiple gold, silver and base metal deposits. Processing infrastructure at Ruby Hill includes a primary crushing plant, grinding mill, leach pad, and carbon-in-column circuit. The Company's interest in the Ruby Hill mine is held through Ruby Hill Mining Company, LLC. Highlights for the three and six months ended June 30, 2024, include:
•Advanced metallurgical testing on gold, base metal, and polymetallic deposits including Hilltop and FAD zones for the three months ended June 30, 2024.
•Gold production and sales of 510 ounces at an average realized gold price1 of $2,331 per ounce sold for the three months ended June 30, 2024.
•Gold production and sales of 954 ounces at an average realized gold price1 of $2,183 per ounce sold for the six months ended June 30, 2024.
•Advancing permitting for water pollution control permit and social-economical baseline report.
•The heap leach pad is nearing the end of its production cycle and the Company analyzes the breakeven cost and anticipates that the heap leach pad will cease production in 2024.
•Discussions are ongoing with the potential joint venture partner.
Lone Tree mine
The Lone Tree mine is an advanced-stage development project located within the Battle Mountain-Eureka Trend, midway between the Company's Granite Creek and McCoy-Cove projects. The property consists of the past-producing Lone Tree mine and processing facility, as
well as the nearby Buffalo Mountain deposit and the Brooks open pit mine, which is currently on care and maintenance. Processing infrastructure at Lone Tree includes an autoclave, carbon-in-leach mill, flotation mill, heap leach facility, assay lab and gold refinery, tailings dam, waste dumps and several buildings that the Company anticipates will be useful for developing all mining projects, including a warehouse, maintenance shop and administration building. Highlights for the three and six months ended June 30, 2024, include:
•Gold production and sales of 1,126 ounces at an average realized gold price of $2,374 per ounce sold1 for the three months ended June 30, 2024.
•Gold production and sales of 3,168 ounces at an average realized gold price of $2,196 per ounce sold1 for the six months ended June 30, 2024.
•The Company continues its review of the value engineering studies and total refurbishment cost for the autoclave.
Exploration, Evaluation and Pre-development
During the three and six months months ended June 30, 2024, the Company was primarily focused on exploration and pre-development activities at the Granite Creek mine and the McCoy-Cove projects. The following table represents the cumulative exploration, evaluation, and pre-development expenses to date by project.
| Status | Cumulative to December 31, 2022 | Period ending December 31, 2023 | Cumulative to December 31, 2023 | Period ending June 30, 2024 | Cumulative life of project to date | |
|---|---|---|---|---|---|---|
| (in thousands of U.S. dollars) | ||||||
| Granite Creek, Nevada | Active | 22,001 | 20,405 | 42,406 | 12,115 | 54,521 |
| McCoy-Cove, Nevada | Active | 61,942 | 19,558 | 81,500 | 4,615 | 86,115 |
| Lone Tree, Nevada | Active | 4 | — | 4 | 1 | 5 |
| Ruby Hill, Nevada | Active | 20,377 | 17,063 | 37,440 | 713 | 38,153 |
| FAD, Nevada | Active | — | 3,675 | 3,675 | 222 | 3,897 |
| Buffalo Mountain, Nevada | Active | 1,483 | 332 | 1,815 | 33 | 1,848 |
| Goldbanks, Nevada | Terminated | 7,420 | — | 7,420 | — | 7,420 |
| Rye, Nevada | Terminated | 1,196 | — | 1,196 | — | 1,196 |
| Other (i) | 488 | 59 | 547 | 11 | 558 | |
| Total | 114,911 | 61,092 | 176,003 | 17,710 | 193,713 |
(i)Other includes technical work not associated with an above property
Granite Creek mine
During the three months ended June 30, 2024, a total of 15,935 feet of surface RC drilling and 2,504 feet of directional core drilling was completed. One of the primary surface targets is testing the northern extension of the South Pacific Zone where previous drilling indicated that the horizon remained open along strike to the north and where there has been only limited previous drilling. While completing a pre-collar for a step-out hole, mineralization was intersected in the Upper Comus containing coarse pyrite mineralization that assayed 6.8 g/t Au over 3.0 m, providing a new target for future exploration. Additionally, multiple zones of faulting and alteration were intersected in an additional step-out hole prior to reaching target depth, providing additional targets for future drilling. Pre-development costs for the quarter ended June 30, 2024 of $5.2 million were incurred due to mine development work.
McCoy-Cove project
Underground delineation drilling commenced on Helen and CSD Gap with two core rigs, with 14,382 feet of core drilled for the three months ended June 30, 2024. Expenditures during the quarter includes baseline field studies including vegetation, migration birds, geochemical, and hydrological continue to move forward. Preliminary work has also commenced on the baseline air quality impact analysis report, global climate change technical memo, and baseline geochemical characterization report. Pre-development cost of $0.8 million were incurred during the quarter ended June 30, 2024.
Ruby Hill mine
During the three months ended June 30, 2024, metallurgical work continued at FAD, Blackjack, and the Hilltop zones. The Company continued to evaluate metallurgical data from the drilling completed in the first half of the year as part of the due diligence related to the potential joint venture of the Property. Negotiations related to the multiple documents and agreements required for the planned joint venture partner are ongoing and have advanced significantly in recent weeks. The Company was able to utilize the data from these drilling activities and metallurgical studies to advance knowledge of the potential resource base and metallurgical characteristics of the deposit. The Ruby Hill Property provides significant diversification as it is host to oxide gold, sulphide gold, polymetallic CRD and skarn base metal mineralization. Metallurgical work continues on the flotation optimization of base metals at the Hilltop deposit and to explore the potential to enhance recoveries of the Mineral Point oxide Au-Ag deposit.
More recently, the Company has commissioned a Scoping Study to provide an initial assessment of the economics of the Mineral Point deposit. Mineral Point is the largest gold deposit in i-80’s portfolio and could provide for a substantial future production growth opportunity.
1 See “Non-GAAP Financial Performance Measures” section of this MD&A.
DISCUSSION OF FINANCIAL RESULTS
| Three months ended<br>June 30, | Six months ended<br>June 30, | |||
|---|---|---|---|---|
| (in thousands of U.S. dollars, unless otherwise noted) | 2024 | 2023 | 2024 | 2023 |
| Revenue | 7,184 | 11,310 | 15,597 | 15,859 |
| Cost of sales | (19,422) | (12,188) | (27,753) | (18,731) |
| Depletion, depreciation and amortization | (74) | (2,724) | (451) | (4,145) |
| Gross loss | (12,312) | (3,602) | (12,607) | (7,017) |
| Expenses | ||||
| Exploration, evaluation and pre-development | 10,436 | 17,834 | 17,710 | 32,699 |
| General and administrative | 5,733 | 5,301 | 9,958 | 11,800 |
| Property maintenance | 2,781 | 3,472 | 7,103 | 6,613 |
| Loss from operations | (31,262) | (30,209) | (47,378) | (58,129) |
| Other (expense) income, net | (600) | 9,506 | 4,239 | 20,603 |
| Interest expense | (8,757) | (6,655) | (16,793) | (12,440) |
| Loss before income taxes | (40,619) | (27,358) | (59,932) | (49,966) |
| Deferred tax (expense) recovery | (386) | 1,082 | (773) | 1,279 |
| Loss and comprehensive loss | (41,005) | (26,276) | (60,705) | (48,687) |
Financial results for the three months ended June 30, 2024
Gross loss for the three months ended June 30, 2024 was $12.3 million, primarily due to cost of sales of $19.4 million and $0.1 million of depletion, depreciation and amortization, offset by revenues of $7.2 million from sales of 9,361 tons of mineralized material, 1,636 ounces of gold, and 1,182 ounces of silver. Sales of 9,361 tons of mineralized material resulted in mineralized material sale revenues of $5.9 million. Cost of sales increased mainly due to inventory impairment of $8.8 million from an updated reconciliation assumption used to estimate recoverable ounces mined and stockpiled at Granite Creek, in addition to higher processing costs from mineralized material sale agreements and higher cost per ounce from leach pads reaching the end of their life cycle at the Ruby Hill and Lone Tree mines.
Gross loss for the three months ended June 30, 2023 was $3.6 million, primarily due to cost of sales of $12.2 million and depletion, depreciation and amortization of $2.7 million, offset by revenue of $11.3 million from sales of 4,329 ounces of gold and 1,714 ounces of silver. The lower sales for the three months ended June 30, 2024 are primarily due to the lower ounces from the Ruby Hill and Lone Tree mines as the mines are reaching the end of their leaching operations.
Loss from operations for the three months ended June 30, 2024 was $31.3 million compared to operating loss of $30.2 million in the comparative prior year period. The increase of $1.1 million was primarily due to increases in mine operating loss of $8.7 million, partially offset by decreases in exploration, evaluation and pre-development expenses of $7.4 million period over period.
Exploration and evaluation expenses and pre-development
| Three months ended<br>June 30, | ||
|---|---|---|
| (in thousands of U.S. dollars) | 2024 | 2023 |
| Granite Creek, Nevada | 2,444 | 415 |
| Ruby Hill, Nevada | 197 | 5,554 |
| McCoy-Cove, Nevada | 1,590 | 4,695 |
| Buffalo Mountain, Nevada | — | 24 |
| FAD, Nevada | 126 | 743 |
| Other (i) | — | 21 |
| Total exploration and evaluation | 4,357 | 11,452 |
| Granite Creek, Nevada | 5,192 | 4,238 |
| Ruby Hill, Nevada | 99 | 423 |
| McCoy-Cove, Nevada | 764 | 1,582 |
| Buffalo Mountain, Nevada | 24 | 139 |
| Total pre-development | 6,079 | 6,382 |
| Total exploration and evaluation and pre-development | 10,436 | 17,834 |
(i)Other includes charges for regional technical services costs not charged to a property.
For the three months ended June 30, 2024, the company recognized $10.4 million of exploration, evaluation and pre-development expenses, $7.4 million lower compared to the three month period ended June 30, 2023. The lower exploration expense for the three months ended June 30, 2024 was a result of the Company pausing activities at the Ruby Hill mine during the due diligence period. Negotiations related to the multiple documents and agreements required for the planned joint venture partner are ongoing and have advanced significantly. The Company was able to utilize the data from these drilling activities and metallurgical studies to advance knowledge of the potential resource base and metallurgical characteristics of the deposit. The Ruby Hill mine provides significant diversification as it is host to oxide gold, sulphide gold, polymetallic CRD and skarn base metal mineralization. Metallurgical work continues on the flotation optimization of base metals at the Hilltop deposit and to explore the potential to enhance recoveries of the Mineral Point oxide Au-Ag deposit. The decrease was primarily due to reduction in expense of $5.4 million as described above and $3.1 million reduction at McCoy-Cove related to a delay in the commencing of the drilling exploration activities, offset by $2.0 million higher expenses at the Granite Creek mine. Metallurgical results from underground drilling at McCoy-Cove continue to confirm the high-grade gold mineralization deposits.
Property maintenance expenses were $2.8 million for the three months ended June 30, 2024, a decrease of $0.7 million mainly due to lowered costs from other activities such as insurance, safety, environmental and compliance that are not directly attributable to leaching activities at site from the prior period.
Other (expense) income, net
| Three months ended<br>June 30, | ||
|---|---|---|
| (in thousands of U.S. dollars) | 2024 | 2023 |
| Gain on convertible loans | 3,030 | 2,116 |
| Gain on warrants | 1,645 | 4,607 |
| (Loss) gain on Gold Prepay derivative | (1,417) | 838 |
| (Loss) gain on Silver Purchase derivative | (4,445) | 1,309 |
| Loss on deferred consideration | (8) | (440) |
| Gain on foreign exchange | 449 | 43 |
| Gain on investments | — | 239 |
| (Loss) gain on sales from Gold Prepayment Agreement | (1,061) | 158 |
| Other income | 1,207 | 636 |
| Total other (expense) income, net | (600) | 9,506 |
Other expense for the three months ended June 30, 2024 was $0.6 million compared to other income of $9.5 million for the three months ended June 30, 2023, a decrease of $10.1 million. Other loss of $0.6 million for the three months ended June 30, 2024, was primarily driven by $5.9 million loss on the embedded derivatives on the gold prepay and silver purchase agreements, offset by $3.0 million gain on the embedded derivatives within the convertible loans and $1.6 million gain on the fair value of warrants. The loss on the embedded derivatives of the gold prepay and silver purchase agreements were driven by an increase in the gold and silver forward prices during the period. The gain on the embedded derivatives within the convertible loans and the fair value of warrants was driven by a decrease in the Company’s share price during the period. For the three months ended June 30, 2023, other income of $9.5 million was primarily driven by $4.6 million gain on the fair value of warrants, $2.1 million gain on the embedded derivatives within the convertible loans, and $2.1 million gain on the gold prepay and silver purchase agreements, respectively. For the three months ended June 30, 2023, the gain on the fair value of warrants and the embedded derivatives within the convertible loans was driven by a decrease in the Company’s share price during the period. The gain on the fair value of the embedded derivatives related to the gold prepay and silver purchase agreements was driven by a decrease in the gold and silver forward prices during the period.
Interest Expense
| Three months ended<br>June 30, | ||
|---|---|---|
| (in thousands of U.S. dollars) | 2024 | 2023 |
| Interest accretion on Gold Prepay Agreement | 3,026 | 1,929 |
| Interest accretion on convertible loans | 2,722 | 2,333 |
| Interest accretion on convertible debentures | 1,415 | 1,307 |
| Interest accretion on silver purchase agreement | 792 | 829 |
| Amortization of finance costs | 357 | 249 |
| Interest paid | 445 | 8 |
| Total interest expense | 8,757 | 6,655 |
Interest expense for the three months ended June 30, 2024 was $8.8 million, an increase of $2.1 million compared to the three months ended June 30, 2023, primarily from higher interest accretion on gold prepay agreement of $1.1 million, convertible debentures of $0.1 million, convertible loans of $0.4 million and higher interest paid of $0.4 million.
Financial results for the six months ended June 30, 2024
Gross loss of $12.6 million for the six months ended June 30, 2024, was mainly driven by cost of sales and depletion, depreciation and amortization of $27.8 million and $0.5 million, respectively, offset by revenue of $15.6 million from sales of 19,528 tons of mineralized material, 4,122 ounces of gold, and 2,779 ounces of silver. Cost of sales increased mainly due to water treatment and additional backfill expenses at the Granite Creek mine, and higher cost per ounce from leach pads reaching the end of their life cycle at the Ruby Hill and Lone Tree mine. Gross loss of $7.0 million for the six months ended June 30, 2023 was from cost of sales and depletion, depreciation and amortization of $18.7 million and $4.1 million, respectively, offset by revenue of $15.9 million from sales of 6,678 ounces of gold and 2,667 ounces of silver.
Loss from operations for the six months ended June 30, 2024 decreased $10.8 million to $47.4 million from operating loss of $58.1 million for the comparable period of 2023, primarily due to decreases in exploration, evaluation and pre-development expenses of $15.0 million, offset by increases in gross loss of $5.6 million primarily as a result of inventory impairment as described above.
Exploration and evaluation expenses and pre-development
| Six months ended<br>June 30, | |||
|---|---|---|---|
| (in thousands of U.S. dollars) | 2024 | 2023 | |
| Granite Creek, Nevada | 2,613 | 407 | |
| Ruby Hill, Nevada | 417 | 10,903 | |
| McCoy-Cove, Nevada | 2,647 | 9,599 | |
| Buffalo Mountain, Nevada | — | 88 | |
| FAD, Nevada | 222 | 743 | |
| Other (i) | 11 | 32 | |
| Total exploration and evaluation | 5,910 | 21,772 | |
| Granite Creek, Nevada | 9,511 | 7,569 | |
| Ruby Hill, Nevada | 296 | 637 | |
| McCoy-Cove, Nevada | 1,968 | 2,515 | |
| Buffalo Mountain, Nevada | 25 | 206 | |
| Total pre-development | 11,800 | 10,927 | |
| Total exploration and evaluation and pre-development | 17,710 | 32,699 |
For the six months ended June 30, 2024, the company recognized $17.7 million of exploration, evaluation and pre-development expenses compared to $32.7 million of expenses for six months ended June 30, 2023. The lower exploration expense for the six months ended June 30, 2024 was a result of the Company pausing activities at Ruby Hill during the due diligence exclusivity period for the potential joint-venture partner. The Company evaluated metallurgical data from the drilling results and continues discussions with the potential joint venture partner. The Company was able to utilize the data from these drilling activities to advance our knowledge of the potential resource base and metallurgical characteristics of the deposit. The metallurgical sample from the drilling activities mentioned above resulted in the confirmation of high grade gold recoveries and high grade zinc and lead concentrates at the Ruby Hill mine. Metallurgical work continues on the flotation optimization of base metals at the Hilltop deposit. The decrease of $15.9 million is primarily due to $10.5 million lower spending at Ruby Hill as described above and $7.0 million lower spending related to McCoy-Cove due to a delay in the commencing of the drilling exploration activities.
Property maintenance expenses of $7.1 million for the six months ended June 30, 2024 was higher than the comparable period of 2023.
Other (expense) income, net
| Six months ended<br>June 30, | |||
|---|---|---|---|
| (in thousands of U.S. dollars) | 2024 | 2023 | |
| Gain on convertible loans | 9,145 | 10,482 | |
| Gain on warrants | 4,275 | 10,175 | |
| Loss on Gold Prepay derivative | (4,915) | (2,252) | |
| (Loss) gain on Silver Purchase derivative | (5,302) | 452 | |
| Gain on investments | — | 997 | |
| (Loss) gain on sales from Gold Prepayment Agreement | (1,061) | 262 | |
| Gain on foreign exchange | 379 | 45 | |
| Loss on deferred consideration | (102) | (956) | |
| Other income | 1,820 | 1,398 | |
| Total other income, net | 4,239 | 20,603 |
Other income, net for the six months ended June 30, 2024, was $4.2 million compared to other income of $20.6 million for the six months ended June 30, 2023, a decrease of $16.4 million. Other income, net of $4.2 million for the six months ended June 30, 2024 was primarily driven by $9.1 million gain on the embedded derivatives within the convertible loans, $4.3 million on the fair value of warrants, and $1.8 million from other income, offset by $10.2 million loss on the embedded derivatives on the gold prepay and silver purchase agreements. The gain on the embedded derivatives within the convertible loans and the fair value of warrants was driven by a decrease in the Company’s share price during the period. The loss on the $10.2 million embedded derivatives on the gold prepay and silver purchase agreements was driven by an increase in the gold forward prices during the period. Other income, net of $20.6 million for the the six months ended June 30, 2023, was primarily driven by $10.5 million gain on the embedded derivatives within the convertible loans and $10.2 million gain on the fair value of warrants, offset by $1.8 million loss on the embedded derivatives on the gold prepay and silver purchase agreements. For the six months ended June 30, 2023, the gain on the fair value of warrants and the embedded derivatives within the convertible debenture was driven by a decrease in the Company’s share price during the period.
Interest Expense
| Six months ended<br>June 30, | |||
|---|---|---|---|
| (in thousands of U.S. dollars) | 2024 | 2023 | |
| Interest accretion on convertible loans | 5,324 | 4,541 | |
| Interest accretion on Gold Prepay Agreement | 5,842 | 3,966 | |
| Interest accretion on silver purchase agreement | 1,703 | 1,647 | |
| Interest accretion on convertible debentures | 2,802 | 1,833 | |
| Amortization of finance costs | 671 | 431 | |
| Interest paid | 451 | 22 | |
| Total interest expense | 16,793 | 12,440 |
Interest expense for the six months ended June 30, 2024 was $16.8 million, an increase of $4.4 million compared to the six months ended June 30, 2023, primarily due to the amendment on the gold prepay facility which occurred during 2024 (nil in 2023) and a full period of interest accretion on convertible debentures of $1.0 million as compared to a partial period in 2023.
DISCUSSION FINANCIAL POSITION
Balance Sheet Review
Assets
Cash equivalents increased by $31.5 million from $16.3 million at December 31, 2023 to $47.8 million at June 30, 2024, the increase is primarily due to $76.7 million cash provided by financing activities, offset by $49.8 million cash used in operating activities. Cash used in operating activities of $49.8 million are relatively similar compared to prior period. These cash outflows were offset by the cash provided by proceeds from bought deal offering of $83.5 million, equity offering of $17.4 million and $6.0 million release of collateral on the surety bonds at Lone Tree.
Property, plant and equipment increased from $569.4 million at December 31, 2023 to $569.1 million at June 30, 2024, the increase was mainly due to capital investment for development work.
Restricted cash and cash equivalents decreased from $44.5 million at December 31, 2023 to $39.5 million at June 30, 2024, due to $6.0 million release of collateral on the surety bonds at Lone Tree.
Liabilities
Accounts payable and accrued liabilities decreased from a total of $27.2 million at December 31, 2023 to a total of $22.0 million at June 30, 2024, mainly due to decreased payment to vendors in the current period.
Current portion of long-term debt decreased by $1.6 million, mainly due to interest accretion on the convertible loans.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity Outlook
| For the period ended | ||
|---|---|---|
| (in thousands of U.S. dollars) | June 30, 2024 | December 31, 2023 |
| Cash and cash equivalents | 47,812 | 16,277 |
| Working capital | 13,059 | (25,351) |
The Company's operations include the acquisition and exploration of mineral properties in the State of Nevada. The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other risks. Where material, these risks are reviewed and monitored by the Board of Directors.
As of June 30, 2024, working capital deficit was $13.1 million compared to $25.4 million as of December 31, 2023. The deficit decreased primarily due to increases in cash and cash equivalents of $31.5 million, decreases in current portion of long term debt of $1.6 million, and decreases in accounts payable and accrued liabilities of $5.2 million.
On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69,698,050 Units at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately C$115.0 million ($83.5 million). Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. The 34,849,025 common share warrants issued in connection with the offering were valued at $8.9 million at inception using the closing price of the warrants of C$0.35 on May 1, 2024. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $4.1 million was allocated to shares issued and presented as a reduction to share capital within the statement of changes in equity.
Shelf Prospectus
The Company obtained a receipt for a final short form base shelf prospectus on June 24, 2024 (the "Canadian Shelf Prospectus"). The Canadian Shelf Prospectus was filed with the securities regulators in each province and territory of Canada, and a corresponding U.S. base prospectus contained in its registration statement on Form F-10 (the "U.S. Base Prospectus") was filed with the United States Securities and Exchange Commission ("SEC").
These filings provide added financial flexibility and allow the Company to make offerings of common shares, warrants, debt securities, subscription receipts and units (collectively, the “Securities”), or any combination thereof, from time to time over a 25-month period in both Canada and the United States. The Securities may be offered in amounts, at prices and on terms to be determined at the time of sale and, subject to applicable regulations, may include “at-the-market” offerings, public offerings or strategic investments. The specific terms of future offerings of Securities, if any such offerings occur, will be set forth in one or more prospectus supplement(s) to be filed with applicable securities regulators.
Cash Flows
| Three months ended<br>June 30, | Six months ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (41,005) | $ | (26,276) | $ | (60,705) | $ | (48,687) |
| Adjustments | 16,446 | 2,764 | 10,923 | (3,883) | ||||
| Cash used in operating activities | $ | (24,559) | $ | (23,512) | $ | (49,782) | $ | (52,570) |
| INVESTING ACTIVITIES | ||||||||
| Net cash acquired in acquisition of Paycore Minerals Inc. | — | 10,027 | — | 10,027 | ||||
| Capital expenditures on property, plant and equipment | (521) | (5,697) | (1,223) | (9,600) | ||||
| Disposal proceeds | 425 | — | 425 | — | ||||
| Purchase of investments | — | — | — | (894) | ||||
| Cash used in investing activities | $ | (96) | $ | 4,330 | $ | (798) | $ | (467) |
| FINANCING ACTIVITIES | ||||||||
| Proceeds from shares issued in brokered placement | 83,500 | — | 83,500 | — | ||||
| Proceeds from shares issued in equity financing | — | — | 17,436 | — | ||||
| Net proceeds on Convertible Debentures | — | — | — | 61,906 | ||||
| Contingent payments | (1,436) | — | (1,436) | (11,000) | ||||
| Principal repayment on Gold Prepay Agreement | (9,717) | (4,088) | (9,717) | (8,203) | ||||
| Principal repayment on Silver Purchase Agreement | (8,387) | (21) | (8,387) | (5,662) | ||||
| Share issue costs | (4,101) | — | (4,481) | — | ||||
| Stock option and warrant exercises | 309 | 190 | 895 | 1,903 | ||||
| Finance fees paid | (750) | — | (950) | — | ||||
| Other | (39) | (91) | (164) | (191) | ||||
| Cash provided by / (used in) financing activities | $ | 59,379 | $ | (4,010) | $ | 76,696 | $ | 38,753 |
| Change in cash, cash equivalents and restricted cash during the period | 34,724 | (23,192) | 26,116 | (14,284) | ||||
| Cash, cash equivalents, and restricted cash, beginning of period | 52,088 | 90,091 | 60,765 | 81,178 | ||||
| Effect of exchange rate changes on cash held | 451 | 28 | 382 | 33 | ||||
| Cash, cash equivalents and restricted cash end of period | $ | 87,263 | $ | 66,927 | $ | 87,263 | $ | 66,927 |
Cash flows for the three months ended June 30, 2024
Cash used in operating activities for the three months ended June 30, 2024, was $24.6 million compared to $23.5 million cash used in operating activities in the comparative periods of 2023. The $1.0 million increase in cash used in operating activities over the three month period of 2024 as compared to the three month period of 2023 was primarily related to lower revenue and higher cos of sales. Lower revenue was due to lower gold ounces sold offset by higher average realized gold price per ounce sold in the three month period of 2024 as
compared to the three month period of 2023. Changes in cash flows from non-cash working capital related to operations was mostly related to increases in inventory and prepaid of $6.0 million and $1.4 million, respectively, offset by decreases from accounts payable and accrued liabilities of $4.0 million.
Cash used in investing activities for the three months ended June 30, 2024 was $0.1 million compared to $4.3 million in the comparative periods of 2023. Cash used in investing activities for the three months ended June 30, 2024 primarily relates to capital expenditures of $0.5 million partially offset by disposal proceeds. Cash used in investing activities for the three months ended June 30, 2023 was primarily related to capital investment of $5.7 million, the engineering and design work on the autoclave at Lone Tree, partially offset by funds received of $10.0 million from the Paycore acquisition.
Cash provided by financing activities for the three months ended June 30, 2024 was $59.4 million compared to cash used by financing activities of $4.0 million in the comparative period of 2023. Cash provided by financing activities for the three months ended June 30, 2024, was primarily due to proceeds from bought deal public offering of $83.5 million, offset by $9.7 million repayment on the Gold Prepay Agreement, $8.4 million on the Silver Purchase Agreement, and $4.1 million share issuance costs. Cash used by financing activities for the three months ended June 30, 2023 was primarily driven by repayment on the gold prepay agreement of $4.1 million.
Cash flows for the six months ended June 30, 2024
Cash used in operating activities for the six months ended June 30, 2024, was $49.8 million compared to $52.6 million cash used in operating activities in the comparable period of 2023. The increase of $2.8 million in cash used in operating activities for the six months ended June 30, 2024 was primarily related to $6.4 million decrease in cash outflows from operating activities before changes in non-cash working capital related to operations, offset by $3.5 million change in non-cash working capital related to operations. The $6.4 million decrease in cash outflows from operating activities before changes in non-cash working capital related to operations was primarily due to lower exploration and evaluatoin and pre-development spending partially offset by higher gross loss before depreciation.
Cash used in investing activities for the six months ended June 30, 2024 was $0.8 million compared to $0.5 million for the six months ended June 30, 2023. Cash used in investing activities for the six months ended June 30, 2024 was primarily driven by $1.2 million in capital expenditures. Cash used in investing activities for the six months ended June 30, 2023 was primarily driven by capital expenditures of $1.7 million at Granite Creek and engineering and design work on the autoclave at Lone Tree of $9.7 million, partially offset by funds received of $10.0 million from the Paycore acquisition.
Cash provided by financing activities for the six months ended June 30, 2024 was $76.7 million compared to $38.8 million for the six months ended June 30, 2023. Cash provided by financing activities for the six months ended June 30, 2024 was primarily from proceeds from bought deal public offering of $83.5 million, proceeds of $17.4 million from the equity financing, partially offset by payments on the gold prepay and silver purchase agreements of $9.7 million and $8.4 million, respectively and share issuance costs of $4.1 million. Cash used in investing activities for the six months ended June 30, 2023 was primarily driven by net proceeds from the convertible debenture of $61.9 million, partially offset by payments on the gold prepay and silver purchase agreements of $8.2 million and $5.7 million, respectively, and a contingent payment of $11.0 million in satisfaction of the First and Second Milestone Payments for the deferred consideration of the acquisition of Ruby Hill.
Equity
At June 30, 2024, the authorized share capital consisted of an unlimited number of common shares without par value, of which 384,896,724 shares were outstanding. In addition, as of June 30, 2024, the Company had 48,185,249 warrants, 10,940,295 stock options, 2,666,099 Restricted Share Units ("RSU"), and 763,392 Deferred Share Units ("DSU") outstanding. As of August 12, 2024, there were 384,935,525 common shares, 48,185,249 warrants, 10,760,321 stock options, 2,622,762 RSU, and 824,370 DSU outstanding.
Share Capital Issued
On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69,698,050 Units at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately C$115.0 million ($83.5 million). Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. The 34,849,025 common share warrants issued in connection with the offering were valued at $8.9 million at inception using the closing price of the warrants of C$0.35 on May 1, 2024. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $4.1 million was allocated to shares issued and presented as a reduction to share capital within the statement of changes in equity.
On March 20, 2024, the Company issued 1,127,336 common shares to Waterton at a price of C$1.73 for total gross proceeds of C$2.0 million ($1.4 million) as partial consideration of the contingent value rights payment related to Granite Creek.
During the first quarter of 2024 the Company completed a non-brokered private placement of common shares. An aggregate of 13,064,204 shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of C$23.5 million ($17.4 million).
On February 9, 2024, the Company issued 1,600,000 common shares to Waterton at a price of C$1.80 for total gross proceeds of C$2.9 million ($2.1 million) as partial consideration of the contingent value rights payment related to Granite Creek.
On October 16, 2023, the Company issued 6,613,382 common shares to Waterton at a price of C$2.057 for total gross proceeds of C$13.6 million ($10.0 million) as partial consideration of the Third Milestone Payment and Fourth Milestone Payment related to the Ruby Hill deferred consideration.
On August 1, 2023, the Company completed a private placement of common shares led by CIBC Capital Markets on behalf of a syndicate of underwriters. An aggregate of 13,629,800 shares were issued by the Company at a price of C$2.70 per common share for aggregate gross proceeds of C$36.8 million ($27.7 million). Certain directors and/or officers of the Company subscribed for C$0.5 million in common shares and a related party subscribed for C$2.7 million in common shares under the private placement, both of which are related party transactions.
On June 27, 2023, Sprott converted $1.8 million in principal and subject to obtaining approval of the TSX $0.2 million in interest of the Convertible Loans into 800,449 common shares of the Company. On July 7, 2023, upon approval of the TSX the Company issued 800,449 common shares to Sprott.
On May 9, 2023, in connection with the Paycore acquisition the Company issued 5,016,991 common shares to Waterton in settlement of the contingent value rights agreement between Paycore and Waterton.
On May 5, 2023, the Company acquired 100% of the issued and outstanding shares of Paycore at the Exchange Ratio issuing 25,488,584 common shares to Paycore shareholders.
On January 16, 2023, the Company issued 5,515,313 common shares to Waterton at a price of C$3.8945 for total gross proceeds of C$21.5 million ($16.0 million) as partial consideration of the First Milestone Payment and Second Milestone Payment related to the Ruby Hill deferred consideration.
The Company issued 904,800 common shares for stock options and warrants exercised during the six months ended June 30, 2024 and received proceeds of $0.9 million.
Share Purchase Warrants
On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69,698,050 Units at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately C$115.0 million ($83.5 million). Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. The 34,849,025 common share warrants issued in connection with the offering were valued at $8.9 million at inception using the closing price of the warrants of C$0.35 on May 1, 2024.
In connection with the Extension Agreement entered into during the first quarter of 2024, the Company issued 500,000 common share warrants exercisable at C$2.72 per share with an exercise period of 48 months or until January 24, 2028. The warrants include a four month hold period. The initial fair value of the warrants recognized on inception was $0.3 million and at June 30, 2024 $0.1 million.
In connection with the acquisition of Osgood the Company issued to Waterton 12,100,000 common share warrants which are exercisable into one fully paid and non-assessable common share of the Company at an exercise price of C$3.64 per share until April 14, 2024. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $6.1 million and at June 30, 2024 nil. As of August 12, 2024, these warrants have expired.
In connection with the Orion financing package the Company completed during the fourth quarter of 2021, the Company issued 5,500,000 common share warrants exercisable at C$3.28 per share with an exercise period of 36 months or until December 13, 2024. On September 20, 2023, in connection with the A&R Gold Prepay Agreement the Company extended the expiry date by an additional twelve months to December 13, 2025. The initial fair value of the warrants recognized on inception was $3.5 million and at June 30, 2024 $0.2 million.
In connection with the A&R Gold Prepay Agreement entered into during the third quarter of 2023, the Company issued 3,800,000 common share warrants exercisable at C$3.17 per share with an exercise period of 36 months or until September 20, 2026. The warrants include a four month hold period. The initial fair value of the warrants recognized on inception was $1.9 million and at June 30, 2024 $0.5 million.
In connection with the Paycore acquisition from 2023 the Company issued a total of 3,800,000 common share warrants for Paycore warrants outstanding on the date of acquisition. The replacement warrants are comprised of 300,000 common share warrants at an exercise price of C$2.40 per common share until February 9, 2025, and 3,300,000 common share warrants at an exercise price of C$4.02 per common share until May 2, 2025. The initial fair value of the warrants recognized on inception was $2.7 million and at June 30, 2024 $0.1 million.
The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in USD. Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in profit or loss. For the three and six months ended June 30, 2024, the Company recognized a gain on the revaluation of the liability of $1.6 million and $4.3 million, respectively.
Stock Option Plan
The Company has a share option plan (the "Plan") which is restricted to directors, officers, key employees and consultants of the Company. The number of common shares subject to options granted under the Plan (and under all other management options and employee stock purchase plans) is limited to 10% in the aggregate and 1% with respect to any one optionee of the number of issued and outstanding common shares of the Company at the date of the grant of the option. Options issued under the Plan may be exercised during a period determined by the Company's Board of Directors which cannot exceed ten years. As of June 30, 2024, there were 10,940,295 stock options outstanding.
Restricted Share Unit Plan
The Company adopted the RSU plan to allow i-80’s Board of Directors to grant its employees non-transferable share units based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three-year period. Under the RSU plan, the awards can be equity or cash settled immediately upon vesting. As of June 30, 2024, there were 2,666,099 RSU’s outstanding.
Deferred Share Unit Plan
The Company adopted the DSU plan to grant non-transferable share units to eligible members of the Board of Directors, eligible employees and eligible contractors. The DSU’s are priced based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three year period. Under the DSU plan, the awards can be equity or cash settled immediately upon vesting. As of June 30, 2024, there were 763,392 DSU’s outstanding.
COMMITMENTS AND CONTINGENCIES
SURETY BONDS
At June 30, 2024, the Company has outstanding surety bonds in the amount of $132.8 million in favour of either the United States Department of the Interior, Bureau of Land Management ("BLM"), or the State of Nevada, Department of Conservation & Natural Resources as financial support for environmental reclamation and exploration permitting. This includes surety bonds for the Lone Tree project and the Ruby Hill property in the amounts of $87.0 million and $27.0 million, respectively. The surety bonds are secured by a $39.5 million deposit and are subject to fees competitively determined in the marketplace. The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations. As specific requirements are met, the BLM and State of Nevada as beneficiary of the instruments, will return the instruments to the issuing entity. As these instruments are associated with operating sites with long-lived assets, they will remain outstanding until closure.
CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES, POLICIES AND CHANGES
Critical accounting policies and estimates used to prepare our financial statements are discussed with our audit committee as they are implemented on an annual basis. For further details on the Company’s accounting policies and estimates, refer to the Company’s 10k Note 2 for the year ended December 31, 2024.
New and amended accounting standards
New and amended accounting standards are described in the Company’s condensed consolidated financial statements.
NON-GAAP FINANCIAL PERFORMANCE MEASURES
The Company has included certain terms or performance measures commonly used in the mining industry that are not defined under US GAAP Accounting Standards in this document. These include: adjusted net earnings and average realized price per ounce. Non-GAAP financial performance measures do not have any standardized meaning prescribed under US GAAP, and therefore, they may not be comparable to similar measures employed by other companies. The data presented is 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
Adjusted earnings / (loss) and adjusted earnings / (loss) per share excludes from net earnings / (loss) significant write-down adjustments and the gain / (loss) from financing instruments.
Average realized gold price represents the sales price of gold per ounce before deducting mining royalties, treatment and refining charges and gains or losses derived from the offtake agreement with Orion.
Average realized gold price per ounce of gold sold
Average realized gold price per ounce of gold sold is a non-US GAAP measure and does not constitute a measure recognized by US GAAP and does not have a standardized meaning defined by US GAAP. It may not be comparable to information in other gold producers’ reports and filings.
| Three months ended<br>June 30, | Six months ended<br>June 30, | ||||
|---|---|---|---|---|---|
| (in thousands of U.S. dollars, unless otherwise noted) | 2024 | 2023 | 2024 | 2023 | |
| Nevada production | |||||
| Revenue per financial statements | $ | 7,184 | 11,310 | 15,597 | 15,859 |
| Mineralized material sales revenue | $ | (3,288) | (2,821) | (6,486) | (2,821) |
| Revenue without mineralized material sales (i) | $ | 3,896 | 8,489 | 9,111 | 13,038 |
| Silver revenue from mining operations | $ | (34) | (41) | (71) | (61) |
| Gold revenue from mining operations | $ | 3,862 | 8,448 | 9,040 | 12,977 |
| Ounces of gold sold | ounce | 1,636 | 4,329 | 4,122 | 6,678 |
| Average realized gold price | $/ounce | 2,361 | 1,951 | 2,193 | 1,943 |
| Lone Tree | |||||
| Revenue per financial statements | $ | 2,682 | 5,370 | 6,985 | 6,675 |
| Silver revenue from mining operations | $ | (9) | (15) | (28) | (19) |
| Gold revenue from mining operations | $ | 2,673 | 5,355 | 6,957 | 6,656 |
| Ounces of gold sold | ounce | 1,126 | 2,700 | 3,168 | 3,363 |
| Average realized gold price | $/ounce | 2,374 | 1,983 | 2,196 | 1,979 |
| Ruby Hill | |||||
| Revenue per financial statements | $ | 1,214 | 3,119 | 2,126 | 5,502 |
| Silver revenue from mining operations | $ | (25) | (26) | (43) | (42) |
| Gold revenue from mining operations | $ | 1,189 | 3,093 | 2,083 | 5,460 |
| Ounces of gold sold | ounce | 510 | 1,629 | 954 | 2,871 |
| Average realized gold price | $/ounce | 2,331 | 1,899 | 2,183 | 1,902 |
| Granite Creek | |||||
| Revenue per financial statements | $ | 3,288 | 2,821 | 6,486 | 3,682 |
| Mineralized material sales revenue | $ | (3,288) | (2,821) | (6,486) | (2,821) |
| Revenue without mineralized material sales (i) | $ | — | — | — | 861 |
| Gold revenue from mining operations | $ | — | — | — | 861 |
| Ounces of gold sold | ounce | — | — | — | 444 |
| Average realized gold price | $/ounce | — | — | — | 1,939 |
(i)Does not include revenue from mineralized material sales.
Adjusted loss
Adjusted loss and adjusted loss per share are non-US GAAP measures that the Company considers to better reflect normalized earnings because it eliminates non-recurring items. Certain items that become applicable in a period may be adjusted for, with the Company retroactively presenting comparable periods with an adjustment for such items and conversely, items no longer applicable may be removed from the calculation. Neither adjusted loss nor adjusted loss per share have any standardized meaning prescribed by US GAAP and are therefore unlikely to be comparable to similar measures presented by other companies.
The following table shows a reconciliation of adjusted loss for to the net loss for each period. Adjusted loss and adjusted loss per share exclude a number of temporary or one-time items detailed in the following table:
| Three months ended<br>June 30, | Six months ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands of U.S. dollars, unless otherwise noted)(i) | 2024 | 2023 | 2024 | 2023 | ||||
| Net loss | $ | (41,005) | $ | (26,276) | $ | (60,705) | $ | (48,687) |
| Adjust for: | ||||||||
| Gain (loss) on convertible loans | 3,030 | 2,116 | 9,145 | 10,482 | ||||
| Gain (loss) on warrants | 1,645 | 4,607 | 4,275 | 10,175 | ||||
| (Loss) gain on Gold Prepay derivative | (1,417) | 838 | (4,915) | (2,252) | ||||
| (Loss) gain on Silver Purchase derivative | (4,445) | 1,309 | (5,302) | 452 | ||||
| Inventory impairments | (8,764) | (4,506) | (8,764) | (8,531) | ||||
| Loss on deferred consideration | (8) | (440) | (102) | (956) | ||||
| Total adjustments | (9,959) | 3,924 | (5,663) | 9,370 | ||||
| Adjusted loss for the period | $ | (31,046) | $ | (30,200) | $ | (55,042) | $ | (58,057) |
| Weighted average shares for the period | 361,145,495 | 265,433,411 | 333,234,688 | 255,573,142 | ||||
| Adjusted loss per share for the period | $ | (0.09) | $ | (0.11) | $ | (0.17) | $ | (0.23) |
RISKS AND RISK MANAGEMENT
Readers of this MD&A are encouraged to read the “Risk Factors” as more fully described in the Company’s filings with the Canadian Securities Administrators, including its Annual Information Form for the year ended December 31, 2023, available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar. The following, while not exhaustive, are important Risk Factors to consider:
Financial Instruments and Related Risks
The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other risks. Where material, these risks are reviewed and monitored by the Board of Directors. The Company's earnings and cash flows are subject to movements in foreign exchange rates, interest rates, commodity prices and our share price. The Company does not enter into derivative instruments to mange its risks.The following summarizes the types of market risks to which we are exposed and the risk management instruments used to mitigate them.
Commodity price risk
Historically, gold prices have fluctuated widely and are affected by numerous external factors beyond the Company's control, including industrial and retail demand, central bank lending, sales and purchases of gold, forward sales of gold by producers and speculators, production and cost levels in major producing regions, short-term changes in supply and demand because of speculative hedging activities, confidence in the global monetary system, expectations of the future rate of inflation, the strength of the U.S. dollar (the currency in which the price of gold is generally quoted), interest rates, terrorism and war, the spread of communicable diseases and other global or regional political or economic events. Resource prices have fluctuated widely and are sometimes subject to rapid short-term changes because of speculative activities. The exact effect of these factors cannot be accurately predicted, but any one of, or any combination of, these factors may result in the Company not receiving an adequate return on invested capital and a loss of all or part of an investment in securities of the Company may result.
The Company is exposed to gold and silver metal price risk. Changes in gold price have a significant impact on earnings and cash flow. Gold and silver prices can change due to market factors such as U.S. dollar. .Decreases in market price can affect the Company's assessment of Net realizable value for inventory valuation which could lead to potential write-downs.
Credit risk
Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to
the counterparty by the Company where a legal right of offset exists and also includes the fair values of contracts with individual counterparties which are recorded in the Financial Statements.
Trade credit risk
The Company closely monitors its financial assets and does not have any significant concentration of trade credit risk. The Company sells its products exclusively to large international financial institutions and other organizations with strong credit ratings. The historical level of customer defaults is negligible and, as a result, the credit risk associated with trade receivables is considered to be negligible. The trade receivable balance outstanding was $3.4 million at June 30, 2024 ($4.2 million at December 31, 2023)
Cash
In order to manage credit and liquidity risk the Company invests only in highly rated investment grade instruments that have maturities of 90 days or less and which are liquid after 30 days or less into a known amount of cash. Limits are also established based on the type of investment, the counterparty and the credit rating. The credit risk on cash and cash equivalents is therefore negligible.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. Reference discussions on liquidity and capital resources.
Foreign exchange risk
Foreign risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Company’s functional currency. The Company's foreign exchange risk is limited as it's operations are all in the US. The Company's main currency risk is related to equity issuances that can occur in Canadian dollars. The Company monitors the exchange rate fluctuations on a continuous basis and acts accordingly.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company holds primarily fixed rate debt which reduces exposure to interest rate risk.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company's management, with the participation of the Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting and disclosure controls and procedures. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations.Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Following an evaluation by management, during the six months ended June 30, 2024, there were no changes in internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.
TECHNICAL INFORMATION
Scientific and technical information contained in this MD&A has been reviewed and approved by Tim George, PE, and Tyler Hill, CPG-12146, who are the Qualified Persons, as the term is defined in NI 43-101. For more detailed information regarding the Company’s material mineral properties and technical information related thereto, including a complete list of current technical reports applicable to such properties, please refer to the Company’s Annual Information Form and other continuous disclosure documents filed by the Company on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov/edgar., and on the Company’s web-site at www.i80gold.com.
CAUTIONARY STATEMENT ON FORWARD LOOKING STATEMENTS
Certain information set forth in this MD&A, including management's assessment of the Company's future plans and operations, contains forward looking statements. 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, ability to access sufficient capital from internal and external sources, currency fluctuations, construction and operational risks, licensing and permit requirements, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, imprecision of resource, reserve or production estimates and stock market volatility. Readers are cautioned that the assumptions used in the preparation of such 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 there from. 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.
Additional information relating to i-80 Gold can be found on i-80 Gold’s web-site at www.i80gold.com, SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov/edgar.
Document
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)
| Note | September 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | $ | 21,776 | $ | 16,277 | |
| Receivables, net | 2,447 | 4,316 | |||
| Inventory | 4 | 15,895 | 11,387 | ||
| Prepaids and deposits | 4,873 | 4,631 | |||
| Current portion of other assets | 5 | 1,278 | 3,202 | ||
| Total current assets | 46,269 | 39,813 | |||
| Non-current assets | |||||
| Other assets | 5 | 47 | 586 | ||
| Restricted cash | 6 | 39,899 | 44,488 | ||
| Property, plant and equipment, net | 7 | 568,912 | 569,396 | ||
| Total non-current assets | 608,858 | 614,470 | |||
| Total assets | $ | 655,127 | $ | 654,283 | |
| LIABILITIES | |||||
| Current liabilities | |||||
| Accounts payable and accrued liabilities | $ | 21,355 | $ | 27,185 | |
| Current portion of long-term debt | 8 | 27,176 | 31,155 | ||
| Current reclamation liabilities | 9 | 519 | 543 | ||
| Current portion of other liabilities | 10 | 8,767 | 6,282 | ||
| Total current liabilities | 57,817 | 65,165 | |||
| Non-current liabilities | |||||
| Deferred tax liabilities | 16,063 | 14,903 | |||
| Long-term debt | 8 | 161,201 | 162,957 | ||
| Reclamation liabilities | 9 | 51,124 | 49,222 | ||
| Non-current portion of other liabilities | 10 | 22,003 | 16,740 | ||
| Total non-current liabilities | 250,391 | 243,822 | |||
| Total liabilities | 308,208 | 308,987 | |||
| COMMITMENTS AND CONTINGENCIES | 20 | ||||
| EQUITY | |||||
| Common shares, unlimited authorized shares with no par value, 396,433,802 and 298,502,334 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively | 11 | 595,049 | 489,270 | ||
| Additional paid-in capital | 18,958 | 19,311 | |||
| Accumulated deficit | (267,088) | (163,285) | |||
| Total equity | 346,919 | 345,296 | |||
| Total liabilities and equity | $ | 655,127 | $ | 654,283 |
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | 2024 | 2023 | 2024 | 2023 | |||||
| Revenue | $ | 11,509 | $ | 13,215 | $ | 27,107 | $ | 29,073 | |
| Cost of sales | (15,877) | (12,244) | (43,630) | (30,975) | |||||
| Depletion, depreciation and amortization | 7 | (552) | (1,444) | (1,003) | (5,589) | ||||
| Gross loss | (4,920) | (473) | (17,526) | (7,491) | |||||
| Expenses | |||||||||
| Exploration, evaluation and pre-development | 15 | 11,314 | 14,073 | 29,024 | 46,772 | ||||
| General and administrative | 4,469 | 4,380 | 14,427 | 16,179 | |||||
| Property maintenance | 3,466 | 3,454 | 10,569 | 10,066 | |||||
| Loss from operations | (24,169) | (22,380) | (71,546) | (80,508) | |||||
| Other (expense) income, net | 16 | (10,330) | 23,229 | (6,091) | 43,831 | ||||
| Interest expense | 17 | (8,214) | (6,845) | (25,007) | (19,285) | ||||
| Loss before income taxes | (42,713) | (5,996) | (102,644) | (55,962) | |||||
| Deferred tax (expense) recovery | (386) | 1,082 | (1,159) | 2,361 | |||||
| Net loss and comprehensive loss for the period | $ | (43,099) | $ | (4,914) | $ | (103,803) | $ | (53,601) | |
| Loss per share | |||||||||
| Basic and diluted loss per share | 12 | $ | (0.11) | $ | (0.02) | $ | (0.30) | $ | (0.20) |
| Basic and diluted weighted average shares outstanding | 12 | 386,474,070 | 287,128,970 | 350,581,065 | 266,207,340 |
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in thousands of United States Dollars)
(Unaudited)
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | 2024 | 2023 | 2024 | 2023 | |||||
| OPERATING ACTIVITIES | |||||||||
| Net loss | $ | (43,099) | $ | (4,914) | $ | (103,803) | $ | (53,601) | |
| Adjustments | |||||||||
| Depletion, depreciation and amortization | 7 | 824 | 1,883 | 2,274 | 6,904 | ||||
| Accretion expense | 9 | 768 | 692 | 2,304 | 2,074 | ||||
| Share-based payments | (202) | (569) | 939 | 1,642 | |||||
| Other expense (income) | 13 | 11,490 | (22,680) | 9,254 | (42,337) | ||||
| (Gain) loss on foreign exchange | (291) | 78 | (672) | 35 | |||||
| Interest expense | 8,213 | 6,827 | 24,555 | 19,248 | |||||
| Deferred tax expense (recovery) | 386 | (1,082) | 1,159 | (2,361) | |||||
| Reclamation expenditures | 9 | (187) | (239) | (425) | (548) | ||||
| Other | 56 | — | (235) | — | |||||
| Net change in operating assets and liabilities | 13 | (1,453) | 29 | (8,627) | (3,601) | ||||
| Cash used in operating activities | $ | (23,495) | $ | (19,975) | $ | (73,277) | $ | (72,545) | |
| INVESTING ACTIVITIES | |||||||||
| Capital expenditures on property, plant and equipment | (290) | (6,035) | (1,513) | (15,635) | |||||
| Disposal proceeds | — | — | 425 | — | |||||
| Purchase of investments | — | — | — | (894) | |||||
| Net cash acquired in acquisition of Paycore Minerals Inc. | 3 | — | — | — | 10,027 | ||||
| Cash used in investing activities | $ | (290) | $ | (6,035) | $ | (1,088) | $ | (6,502) | |
| FINANCING ACTIVITIES | |||||||||
| Proceeds from shares issued in brokered placement | 3 | — | — | 83,500 | — | ||||
| Proceeds from shares issued in equity financing | 11 | — | 27,693 | 17,436 | 27,693 | ||||
| Proceeds from shares issued in ATM Program | 3 | 12,965 | — | 12,965 | — | ||||
| Net proceeds from Gold Prepay Agreement | 8 | — | 18,932 | — | 18,932 | ||||
| Principal repayment on Gold Prepay Agreement | 8 | (14,101) | (3,989) | (23,818) | (12,192) | ||||
| Principal repayment on Silver Purchase Agreement | 8 | — | (28) | (8,387) | (5,690) | ||||
| Share issue costs | (397) | (1,632) | (4,878) | (1,632) | |||||
| Stock option and warrant exercises | 11 | 38 | 44 | 933 | 1,947 | ||||
| Finance fees paid | (564) | — | (1,514) | — | |||||
| Net proceeds on Convertible Debentures | 8 | — | — | — | 61,906 | ||||
| Contingent payments | 10 | — | — | (1,436) | (11,000) | ||||
| Other | (35) | (149) | (199) | (340) | |||||
| Cash (used in) provided by financing activities | $ | (2,094) | $ | 40,871 | $ | 74,602 | $ | 79,624 | |
| Change in cash, cash equivalents and restricted cash during the period | (25,879) | 14,861 | 237 | 577 | |||||
| Cash, cash equivalents, and restricted cash, beginning of period | 87,263 | 66,927 | 60,765 | 81,178 | |||||
| Effect of exchange rate changes on cash held | 291 | (78) | 673 | (45) | |||||
| Cash, cash equivalents and restricted cash end of period | $ | 61,675 | $ | 81,710 | $ | 61,675 | $ | 81,710 | |
| Reconciliation of cash, cash equivalents, and restricted cash: | |||||||||
| Cash and cash equivalents | $ | 21,776 | $ | 37,735 | $ | 21,776 | $ | 37,735 | |
| Restricted cash | 39,899 | 43,975 | 39,899 | 43,975 | |||||
| Total cash, cash equivalents, and restricted cash | $ | 61,675 | $ | 81,710 | $ | 61,675 | $ | 81,710 |
Supplemental cash flow information [Note 13]
The accompanying notes are an integral part of these condensed consolidated financial statements
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)
| Share Capital | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Issued and outstanding | Note | Number of<br>shares | Common shares | Additional paid-in capital | Accumulated deficit | Total equity | ||||
| Balance as at December 31, 2022 | 240,561,017 | $ | 354,470 | $ | 15,042 | $ | (73,632) | $ | 295,880 | |
| Shares and options issued on acquisition of Paycore Minerals Inc. | 4 | 30,505,575 | 78,787 | 2,515 | — | 81,302 | ||||
| Shares issued in equity financing | 11 | 13,629,800 | 27,693 | — | — | 27,693 | ||||
| Shares issued in relation to Ruby Hill contingent payments | 11 | 5,515,313 | 16,000 | — | — | 16,000 | ||||
| Shares issued in relation to Convertible Loan | 11 | 800,449 | 1,665 | — | — | 1,665 | ||||
| Exercise of warrants and stock options | 11 | 874,798 | 2,419 | (350) | — | 2,069 | ||||
| Share-based payments | 11 | — | — | 1,793 | — | 1,793 | ||||
| Share issue costs | — | (1,633) | — | — | (1,633) | |||||
| Net loss | — | — | — | (53,602) | (53,602) | |||||
| Balance as at September 30, 2023 | 291,886,952 | 479,401 | 19,000 | (127,234) | 371,167 | |||||
| Balance as at December 31, 2023 | 298,502,334 | 489,270 | 19,311 | (163,285) | 345,296 | |||||
| Shares issued in brokered placement | 3 | 69,698,050 | 74,644 | — | — | 74,644 | ||||
| Shares issued in private placement | 11 | 13,064,204 | 17,436 | — | — | 17,436 | ||||
| Shares issued in ATM Program | 3 | 11,498,278 | 13,073 | — | — | 13,073 | ||||
| Shares issued in relation to Granite Creek contingent payments | 11 | 2,727,336 | 3,564 | — | — | 3,564 | ||||
| Exercise of stock options | 11 | 943,600 | 2,010 | (1,076) | — | 934 | ||||
| Share-based payments | 11 | — | — | 723 | — | 723 | ||||
| Share issue costs | — | (4,948) | — | — | (4,948) | |||||
| Net loss | — | — | — | (103,803) | (103,803) | |||||
| Balance as at September 30, 2024 | 396,433,802 | $ | 595,049 | $ | 18,958 | $ | (267,088) | $ | 346,919 |
The accompanying notes are an integral part of these condensed consolidated financial statements
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
1.NATURE OF OPERATIONS
i-80 Gold Corp ("i-80 Gold" or the "Company"), is a Nevada-focused, growth-oriented gold and silver producer engaged in the exploration, development and production of gold, silver and poly-metallic deposits. The Company's principal assets include the Ruby Hill property, Lone Tree property, Granite Creek property and Cove Property. Each property is wholly-owned by the Company.
The Company was incorporated on November 10, 2020, in the province of British Columbia, Canada. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol IAU and the New York Stock Exchange ("NYSE") under the symbol IAUX. Its head office is located at Suite 460, 5190 Neil Road, Reno, Nevada, 89502.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)Risks and uncertainties and liquidity
As a mining company, the Company’s revenue, profitability and future rate of growth are substantially dependent on prevailing metal prices, primarily for gold and silver. The prices of these metals are volatile and there can be no assurance that commodity prices will not be subject to wide fluctuations in the future. A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, access to capital and the quantities of mineralized material. The carrying value of the Company's property, plant and equipment, net, inventories, and certain derivative assets are particularly sensitive to the outlook for commodity prices. A decline in the Company's price outlook from current levels could result in material impairment charges related to these assets.
In addition to changes in commodity prices, other factors such as changes in mine plans, increases in costs, geotechnical failures, changes in social, environmental or regulatory requirements and impacts of global events such as future pandemics could result in material impairment charges related to these assets.
These unaudited Condensed Consolidated Financial Statements ("Financial Statements") have been prepared by management on a going concern basis. The going concern basis of presentation assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
The Company’s ability to execute its plan and fulfill its commitments as they come due is dependent upon its success in obtaining additional financing. While management has been successful in raising additional funds in the past, there can be no assurance that it will be able to do so in the future. Given the Company’s working capital deficit, current operating losses and management’s expectation of future losses until it has fully executed its strategy, the inability of the Company to arrange appropriate financing in a timely manner could result in the carrying value of the Company’s assets being subject to material adjustment. These conditions indicate the existence of material uncertainties which cast substantial doubt as to the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
These Financial Statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary if the Company is not able to continue as a going concern. Such adjustments could be material.
(b)Basis of presentation
The Financial Statements have been prepared in accordance with accounting principles generally accepted in the Unites Stated of America ("U.S. GAAP"). Previously, the Company prepared its consolidated financial statements under International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board, as permitted by securities regulators in Canada, as well as in the U.S. under the status of a Foreign Private Issuer as defined by the United States Securities and Exchange Commission ("SEC"). Beginning January 1, 2025 the Company is required to report with the SEC on domestic forms and comply with domestic company rules. The transition to U.S. GAAP was made retrospectively. These financial statements should be read in conjunction with the Company's Consolidated Financial Statements for the year ended December 31, 2024 filed on March 31, 2025 on Form 10-K.
(c)Basis of consolidation
The Financial Statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries, the most significant of which are Premier Gold Mines USA Inc., Osgood Mining Company LLC ("Granite Creek"), Ruby Hill Mining LLC ("Ruby Hill"), Goldcorp Dee LLC ("Lone Tree"), Au-Reka Gold LLC ("McCoy-Cove"), and Golden Hill Mining LLC ("FAD"). All intercompany balances and transactions have been eliminated.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(d)Functional and presentation currency
The functional currency of the Company is the United States dollar ("USD" or "US dollars") which reflects the underlying transactions, events and conditions that are relevant to the entity. Management considers primary and secondary indicators in determining functional currency including the currency that influences sales prices, labor, purchases and other costs. Other indicators include the currency in which funds from financing activities are generated and the currency in which receipts from operations are usually retained.
Reference to $ or USD is to US dollars, reference to C$ or CAD is to Canadian dollars.
(e)Recent Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 "Income Taxes (Topic 720): Improvements to Income Tax Disclosures." ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. The standard is effective beginning with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of the guidance on the financial statements.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss and interim disclosures of a reportable segment’s profit or loss and assets. The standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company does not expect the adoption to have a material impact on the consolidated financial statements or disclosures.
3.CORPORATE TRANSACTIONS
At-the-market equity program (the "ATM Program") and Filing of Prospectus Supplement
The Company obtained a receipt for a final short form base shelf prospectus on June 24, 2024 (the "Canadian Shelf Prospectus"). The Canadian Shelf Prospectus was filed with the securities regulators in each province and territory of Canada, and a corresponding U.S. base prospectus contained in its registration statement on Form F-10 (the "U.S. Base Prospectus") was filed with the SEC.
These filings allow the Company to make offerings of common shares, warrants, debt securities, subscription receipts and units (collectively, the “Securities”), or any combination thereof, from time to time over a 25-month period in both Canada and the United States. Upon filing its annual 10-K the Company's current U.S. Base Prospectus will no longer be available for future securities offerings. The Securities may be offered in amounts, at prices and on terms to be determined at the time of sale and, subject to applicable regulations, may include “at-the-market” offerings, public offerings or strategic investments. The specific terms of future offerings of Securities, if any such offerings occur, will be set forth in one or more prospectus supplement(s) to be filed with applicable securities regulators.
The ATM Program has been implemented pursuant to the terms of an equity distribution agreement dated August 12, 2024 (the "Equity Distribution Agreement"), among the Company, National Bank Financial Inc., and a syndicate of underwriters (collectively, the "Agents"). The ATM Program allows i-80, through the Agents, to, from time to time, offer and sell in Canada and the United States through the facilities of the TSX and the NYSE American stock exchange (the “NYSE American”) such number of common shares in the capital of the Company (the “Shares”) as would have an aggregate offering price of up to $50 million.
The offering of Shares under the ATM Program are made through and qualified in Canada by, a prospectus supplement dated August 12, 2024 (the “Canadian Prospectus Supplement”) to the Canadian Shelf Prospectus, each filed with the securities commissions in each of the provinces and territories of Canada, and in the United States pursuant to a prospectus supplement dated August 12, 2024 (the “U.S. Prospectus Supplement”) to the Company's U.S. Base Prospectus filed with the SEC.
The ATM Program will be effective until the filing of the Company's annual 10-K (on or prior to March 31, 2025), unless terminated before such date by i-80 or otherwise in accordance with the Equity Distribution Agreement. Once the 10-K is filed, the Company will be required to file a new registration statement for purposes of qualifying any future prospectus issuance of securities in the United States. The timing and extent of the use of the ATM Program will be at the discretion of the Company. Accordingly, total gross proceeds from equity offerings under the ATM Program, if any, could be significantly less than $50 million.
For the period from August 12, 2024, to September 30, 2024, the Company issued 11.5 million common shares under the ATM Program at a weighted average share price of $1.14 per common share for total gross proceeds of $13.1 million. Transaction costs incurred of $0.4 million are presented as a reduction to share capital.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
Bought Deal Public Offering
On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million units (each, a “Unit“) at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately $83.5 million (C$115 million) (the “Offering“), including the full exercise of the previously announced over-allotment option. Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. Each warrant is exercisable to acquire one common share of the Company for a period of 48 months from closing of the Offering at an exercise price of C$2.15 per share. On May 1, 2024, 34.8 million share purchase warrants issued in connection with the Offering commenced trading on the TSX under the symbol "IAU.WT".
The underwriters' were paid a cash commission equal to 5% of the gross proceeds of the Offering, excluding proceeds from sales of Units to certain president’s list purchasers. The Company received net proceeds of $79.2 million (C$109.1 million) net of underwriters commission of $4.2 million (C$5.7 million) and other costs of $0.1 million (C$0.1 million).
The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in USD. Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in profit or loss. Of the $83.5 million gross proceeds received, $8.9 million was allocated to the warrant liability and the residual $74.6 million was allocated to the common shares issued and classified as equity. The warrant liability was valued at inception using the closing price of the warrants of C$0.35 on May 1, 2024.
The Offering was completed pursuant to a short form prospectus dated April 25, 2024 (the “Prospectus“). Certain directors and officers of the Company purchased an aggregate of 300,000 Units pursuant to the Offering.
Second Amending Gold Prepay Agreement
On April 24, 2024, the Company entered into a second amending agreement with Orion Mine Finance ("Orion) to amend the terms of the A&R Gold Prepay Agreement (the “Second A&R Gold Prepay Agreement). In accordance with the terms of the Second A&R Gold Prepay Agreement, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the A&R Gold Prepay Agreement until May 10, 2024.
In addition, if the Company meets the Gold Option Criteria (as defined below) it may elect to defer the deadline to deliver any of its quarterly gold delivery obligations for the 2024 calendar year (each instance, a “Gold Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted quarterly gold quantities (multiplied by 1.15 for gold deliveries made prior to June 30, 2025 and 1.19 for gold deliveries made thereafter). In order for the Company to implement a Gold Deferral, (i) it must be in compliance with the use of proceeds section as described in the Prospectus (the “Budget”) and (ii) after assuming the delivery of the applicable quarterly gold quantity on the applicable unextended quarterly deadline, the Company would not have sufficient funds to remain in compliance with the Budget (collectively, the “Gold Option Criteria”). In addition, should the Company implement a Gold Deferral and complete an equity offering prior to September 30, 2025, the Company would be required to deliver gold ounces to Orion up to 34% of the net proceeds of such offering, in settlement of gold quantities outstanding under the Second A&R Gold Prepay Agreement.
The Second A&R Gold Prepay Agreement is subject to standard conditions and covenants, including minimum cash balance and certain reporting requirements. Obligations under the Second A&R Gold Prepay Agreement continue to be senior 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. In connection with the Second A&R Gold Prepay Agreement the Company paid an amendment fee of $0.5 million to Orion.
Amendment to Silver Purchase Agreement
On April 24, 2024, the Company entered into an amending agreement with Orion (the “Amended Silver Purchase Agreement”) to amend the terms of its Silver Purchase Agreement. In accordance with the terms of the Amended Silver Purchase Agreement, Orion agreed to extend the deadline for the outstanding deliveries required to be made on or before April 15, 2024, under the Amended Silver Purchase Agreement until May 10, 2024.
In addition, if the Company meets the Stream Option Criteria (as defined below) it may elect to defer the requirements to deliver its annual minimum delivery amount for 2024 (a “Stream Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted annual minimum delivery amount (multiplied by 1.07 for silver deliveries made prior to June 30, 2025 and 1.11 for silver deliveries made thereafter). In order for the Company to implement a Stream Deferral, (i) it must be in compliance with the Budget and (ii) after assuming the delivery of the applicable minimum delivery amount in respect of 2024 by January 15, 2025, the Company would not have sufficient funds to remain in compliance with the Budget (collectively, the “Stream Option Criteria”). In addition, should the Company implement a Stream Deferral and complete an equity offering on or after January 15, 2025 until September 30, 2025, the Company will be required to deliver refined silver to Orion up to 16% of the net proceeds of such offering, in settlement of silver deliveries outstanding under the Amended Silver Purchase Agreement.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
The Amended Silver Purchase Agreement is subject to standard conditions and covenants, including minimum cash balance and certain reporting requirements. Obligations under the Amended Silver Purchase Agreement continue to be senior 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. In connection with the Amended Silver Purchase Agreement the Company paid an amendment fee of $0.25 million to Orion.
Acquisition of Paycore
On May 5, 2023, the Company completed the acquisition of Paycore Minerals Inc. ("Paycore"). Paycore’s principal asset is the FAD property that is host to the FAD deposit located immediately south of, and adjoining, the Company’s Ruby Hill Property located in Eureka County, Nevada. The acquisition consolidates the northern portion of the Eureka District, increasing the Company’s land package at Ruby Hill.
The Company acquired 100% of the issued and outstanding shares of Paycore at an exchange ratio of 0.68 i-80 Gold common share for each Paycore common share held (the “Exchange Ratio”). All outstanding options and warrants of Paycore that were not exercised prior to the acquisition date were replaced with i-80 Gold options and warrants, as adjusted in accordance with the Exchange Ratio.
The Paycore acquisition was accounted for as an asset acquisition as management determined that substantially all the fair value of the gross assets acquired were concentrated on the FAD mineral property. The components of consideration that were paid is detailed in the table below:
| Components of consideration paid: | ||
|---|---|---|
| Share consideration (i) | $ | 66,037 |
| Common shares issued in relation to contingent value rights (ii) | 12,750 | |
| Replacement warrants (iii) | 2,675 | |
| Replacement options (iii) | 2,515 | |
| Previously held interest (iv) | 4,116 | |
| Transaction costs | 323 | |
| $ | 88,416 |
(i) The fair value of 25,488,584 common shares issued to Paycore shareholders was determined using the Company's share price of C$3.46 per share on the acquisition date.
(ii) Following completion of the arrangement and in accordance with the Amendment to the Contingent Value Rights Agreement dated February 26, 2023 among the Company, Paycore, Golden Hill Mining LLC, and Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC (collectively, "Waterton"), all of the obligations outstanding under the outstanding contingent value rights agreement between Paycore, Golden Hill Mining LLC and Waterton dated April 20, 2022, with an aggregate value of $12.75 million were satisfied through the issuance of 5,016,991 i-80 Gold common shares to Waterton on May 9, 2023. The fair value of 5,016,991 common shares issued to Waterton was determined using the Company's share price of C$3.46 per share on the acquisition date.
(iii) The fair value of 1,727,200 replacement options and 3,755,257 replacement warrants was determined using the Black-Scholes pricing model with the following assumptions:
| Stock Options | Warrants | |
|---|---|---|
| Risk-free rate | 3.55% to 3.91% | 3.66% to 4.52% |
| Expected life | 18 to 29 months | 12 to 24 months |
| Expected volatility | 52% to 56% | 52% to 58% |
| Share price | C$3.46 | C$3.46 |
(iv) On May 5, 2023 and immediately prior to the Paycore acquisition the Company owned 2,336,200 Paycore common shares. The Company's investment in Paycore was remeasured at fair value on the acquisition date using the Exchange Ratio and the Company's share price of C$3.46 per share on the acquisition date with the change in fair value recognized through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
The table below presents the fair values of the assets acquired and liabilities assumed at the date of acquisition:
| Net assets (liabilities) acquired: | ||
|---|---|---|
| Cash | $ | 10,027 |
| Other assets | 206 | |
| Mineral properties | 92,081 | |
| Accounts payable | (35) | |
| Deferred tax liability | (13,863) | |
| Fair value of net assets acquired | $ | 88,416 |
Ruby Hill Property
During the fourth quarter of 2023 the Company entered into a non-binding term sheet in connection with a potential joint venture with an arm's length party at the Company's Ruby Hill property. In connection with the term sheet, the Company granted the potential partner exclusivity for a period of 120 days subject to extension for an additional 60-day period, in order to complete metallurgical due diligence and negotiate definitive documents. During the exclusivity period, the Company completed a drill campaign, funded by the potential partner. During the first quarter of 2024, the Company received funding of $2.1 million from the potential partner for costs incurred in relation to the potential joint venture. The Company has elected to no longer proceed with joint venture discussions.
4.INVENTORY
| September 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Mineralized material in stockpiles and on leach pads | $ | 8,197 | $ | 7,614 |
| Work-in-process | 3,189 | 778 | ||
| Finished goods | 1,079 | 896 | ||
| Materials and supplies | 3,430 | 2,099 | ||
| Total inventory | $ | 15,895 | $ | 11,387 |
The amount of inventory recognized as an expense in cost of sales for the three and nine months ended September 30, 2024, was $15.9 million and $43.6 million, respectively (2023 - $12.2 million and $31.0 million, respectively). During the three and nine months ended September 30, 2024, the Company recognized, within cost of sales, inventory write-downs of $3.3 million and $12.1 million, respectively, relating to Granite Creek mined material (2023 - nil and $8.5 million, respectively, relating to heap leach material at Ruby Hill, Lone Tree and Granite Creek).
5.OTHER ASSETS
| September 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Silver Purchase Agreement embedded derivative (i) | $ | — | $ | 1,898 |
| Other assets (ii) | 1,278 | 1,703 | ||
| Operating lease asset | 47 | 187 | ||
| Total other assets | 1,325 | 3,788 | ||
| Less current portion | 1,278 | 3,202 | ||
| Long-term portion | $ | 47 | $ | 586 |
(i) The asset balance in the comparative period represents the embedded derivative in relation to the silver price included in the Silver Purchase Agreement as further described in Note 8 (v), Note 10 (v) and Note 21 of these Financial Statements.
(iii) This balance represents other non-core assets acquired in the Argenta Property acquisition.
6.RESTRICTED CASH
Restricted cash relates to reclamation obligations, as further described in Note 20 of these Financial Statements. During the first quarter of 2024, $6.0 million in cash collateral was returned to the Company.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
7.PROPERTY, PLANT AND EQUIPMENT, NET
| September 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Pre-development and exploration properties | $ | 358,994 | $ | 358,994 |
| Buildings, plant and equipment | 203,066 | 199,831 | ||
| Construction-in-Progress | 24,063 | 25,820 | ||
| Total | 586,123 | 584,645 | ||
| Accumulated depreciation | 17,211 | 15,249 | ||
| Net carrying amounts | $ | 568,912 | $ | 569,396 |
Depreciation, depletion and amortization on property, plant and equipment during the three and nine months ended September 30, 2024 and 2023 include amounts allocated to:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Depreciation, depletion and amortization | $ | 552 | $ | 1,444 | $ | 1,003 | $ | 5,589 |
| Recorded in exploration, evaluation and pre-development | 58 | 60 | 189 | 152 | ||||
| Recorded in general and administrative | 59 | 114 | 183 | 329 | ||||
| Recorded in property maintenance | 155 | 265 | 899 | 834 | ||||
| $ | 824 | $ | 1,883 | $ | 2,274 | $ | 6,904 | |
| Inventory movement | (181) | (588) | (118) | (2,968) | ||||
| Total depletion, depreciation and amortization | $ | 643 | $ | 1,295 | $ | 2,156 | $ | 3,936 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(a)Summary of mineral property Net Smelter Return ("NSR") royalties (as at September 30, 2024)
| Active properties | NSR (i) |
|---|---|
| Granite Creek | 1-4% NSR Royal Gold/D.M. Duncan |
| 3-5% NSR Royal Gold | |
| 2% NSR Franco-Nevada/S&G Pinson | |
| Portions of 7.5% NSR Stoffer/Noceto/Phillips | |
| 2% NSR Stoffer/Noceto/Phillips/Murphy/Christison | |
| 10% NPI Gold Royalty | |
| 2% Franco-Nevada | |
| 0.5% NSR Nevada Gold Mines | |
| Ruby Hill | 2.5% NSR Placer Dome U.S. Inc. |
| 3% Biale Trust | |
| 4% NSR Asarco Incorporated | |
| 3% RG Royalties | |
| Lone Tree | 5% NSR VEK/Andrus |
| 1% NSR Franco-Nevada Mining Corporation, Inc. | |
| 4% NSR Bronco Creek, Inc. | |
| 5% NSR Marigold Mining Company | |
| 5% NSR Richardson | |
| 5% NSR BTF Properties | |
| 0.5%-1.5% NSR Newmont USA Limited | |
| McCoy-Cove, Nevada | 1.5% NSR Maverix Metals Inc. |
| 2% NSR Maverix Metals Inc. | |
| 2% NSR Chiara | |
| Tabor, Nevada | 3% NSR Renaissance |
| Golden Hill | 4% NSR Asarco Incorporated |
| 3% NSR RG Royalties | |
| 0.5-1.5% NSR Royalty Consolidation Company | |
| 3% Biale Trust | |
| 4.0% Herrera | |
| 2.0% MacKenzie | |
| 4.0% Fulton/Wycosky |
(i)These royalties are tied to specific mining claims and may not apply to the entire property.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
8.LONG-TERM DEBT
| Orion Convertible Loan<br>(i) | Sprott Convertible Loan<br>(ii) | Convertible Debentures<br>(iii) | Gold Prepay Agreement<br>(iv) | Silver Purchase Agreement<br>(v) | Other | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at January 1, 2023 | $ | 38,232 | $ | 8,612 | $ | — | $ | 34,004 | $ | 32,446 | $ | 565 | $ | 113,859 |
| Fair value on inception | — | — | 61,906 | 16,277 | — | — | 78,183 | |||||||
| Additions and adjustments | — | 362 | — | — | — | 14 | 376 | |||||||
| Amortization of finance costs | 428 | — | 477 | 71 | 20 | — | 996 | |||||||
| Principal repayment | — | (2,038) | — | (17,043) | (6,231) | (297) | (25,609) | |||||||
| Finance charge | 8,104 | 1,352 | 4,557 | 8,867 | 3,427 | — | 26,307 | |||||||
| As at December 31, 2023 | 46,764 | 8,288 | 66,940 | 42,176 | 29,662 | 282 | 194,112 | |||||||
| Additions and adjustments | — | — | — | (1,064) | (731) | — | (1,795) | |||||||
| Amortization of finance costs | 419 | — | 492 | 88 | 26 | — | 1,025 | |||||||
| Principal repayment | — | — | — | (19,843) | (8,475) | (178) | (28,496) | |||||||
| Finance charge | 7,146 | 1,057 | 4,262 | 8,657 | 2,409 | — | 23,531 | |||||||
| As at September 30, 2024 | $ | 54,329 | $ | 9,345 | $ | 71,694 | $ | 30,014 | $ | 22,891 | $ | 104 | $ | 188,377 |
| Less current portion | — | — | — | 20,316 | 6,785 | 75 | 27,176 | |||||||
| Long-term portion | $ | 54,329 | $ | 9,345 | $ | 71,694 | $ | 9,698 | $ | 16,106 | $ | 29 | $ | 161,201 |
(i)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 bears interest at a rate of 8.0% annually and matures on December 13, 2025. The Orion Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature that are considered embedded derivatives by the Company. The change of control feature and conversion feature are classified as derivative financial liabilities measured at fair value. The forced conversion feature is not separated from the host contract as it is considered to be indexed to the Company's shares. During the period ended September 30, 2024, none of the features were exercised. The derivative financial liability was recorded at $13.6 million at inception and $1.8 million at September 30, 2024 (December 31, 2023 - $9.0 million). For the three and nine months ended September 30, 2024, the Company recorded a fair value loss of $0.6 million and gain of $7.3 million, respectively (2023 - gain of $11.7 million and $19.9 million, respectively) related to the valuation of the embedded derivatives through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 18.64% to the host liability component. Interest accretion is included in interest expense. Orion is a related party (Note 19).
The initial fair value of the liability portion of the convertible loan was determined using a market interest rate for an equivalent non- convertible loan at the issue date. The liability is subsequently recognized on an amortized cost basis until extinguished on change of control, conversion or maturity of the loan.
(ii)Sprott Convertible Loan
On December 10, 2021, the Company entered into a Convertible Credit Agreement with a fund managed by Sprott Asset Management USA, Inc. and a fund managed by CNL Strategic Asset Management, LLC (“Sprott”) to borrow $10 million (the "Sprott Convertible Loan"). The Sprott Convertible Loan bears interest at a rate of 8.0% annually and matures on December 9, 2025. The Sprott Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature that are considered embedded derivatives by the Company. The change of control feature and conversion feature are classified as derivative financial liabilities measured at fair value. The forced conversion feature is not separated from the host contract as it is considered to be indexed to the Company's shares.
During the second quarter of 2023, Sprott converted $1.8 million in principal and $0.2 million in interest into 0.8 million common shares of the Company. During the period ended September 30, 2024, none of the features were exercised. The derivative financial liability was recorded at $2.7 million at inception and $0.3 million at September 30, 2024 (December 31, 2023 - $1.5 million). For the three and nine months ended September 30, 2024, the Company recorded a fair value loss of $0.1 million and gain of $1.2 million, respectively (2023 - gain of $1.9 million and $4.1 million, respectively) related to the valuation of the embedded derivatives through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 16.10% to the host liability component. Interest accretion is included in interest expense. Sprott is a related party (Note 19).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
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 is subsequently recognized on an amortized cost basis until extinguished on control, conversion or maturity of the loan.
Under the Sprott Convertible Loan and Orion Convertible Loan (the "Convertible Loans"), if a change of control occurs prior to the maturity date, the Company shall make an offer to prepay the Convertible Loans in cash, in an amount equal to 101% of the then outstanding principal amount. Outstanding amounts under the Convertible Loans are 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, C$3.275 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 on the TSX at time of the conversion of such interest. Commencing 120 days following the closing date of the Convertible Loans, on any date when the volume weighted average price equals or exceeds 150% of the conversion price for each of the preceding 20 days, the Company may at its option elect to require the lenders to convert at the conversion price all of the then outstanding principal amount and any accrued and unpaid interest into common shares of the Company.
Subsequent to the period ended September 30, 2024, Sprott converted $3.6 million in principal and subject to obtaining approval of the TSX $0.9 million in interest of the Sprott Convertible Loan into 2.1 million common shares of the Company. On October 31, 2024, upon approval of the TSX the Company issued 2.1 million common shares to Sprott.
(iii)Convertible Debentures
On February 22, 2023, the Company closed a private placement offering of $65 million principal amount of secured convertible debentures (the "Convertible Debentures") of the Company. The Convertible Debentures bear interest at a fixed rate of 8.00% per annum and will mature on February 22, 2027. Outstanding amounts under the Convertible Debentures are convertible into common shares of the Company at any time prior to maturity at the option of the 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 Convertible Debentures contain a conversion feature, a change of control feature, and a forced conversion feature that are considered embedded derivatives by the Company. The conversion feature, change of control feature, and a forced conversion feature are classified as financial liabilities and not separated from the host liability component. The conversion feature and forced conversion feature are considered to be indexed to the Company's shares. During the period ended September 30, 2024, none of the features were exercised. Interest expense is calculated by applying the effective interest rate of 9.24% to the host liability component. The effective interest rate is calculated based on the host liability component after deducting transactions costs. Interest accretion is included in interest expense.
Under the Convertible Debentures if a change of control occurs prior to the maturity date, the Company shall make an offer to prepay the Convertible Debentures in cash, in an amount equal to 104% of the then outstanding principal amount, plus accrued and unpaid interest on such Convertible Debentures up to, and including, the change of control purchase date. The holder of the Convertible Debentures shall have the right, at any time, to convert all or any portion of the principal amount of the Convertible Debentures into common shares of the Company at the conversion price of $3.38 per common share. The holder shall also have the option to elect to convert all or any portion of the accrued and unpaid interest into common shares at a price equal to the greater of (i) the conversion price, (ii) the current market price of the common shares on NYSE at the time of the conversion of such amounts owing, or (iii) 5-day VWAP of the common shares on the TSX. If after 120 days after the issue date and prior to the maturity date, the VWAP of the common shares of the Company as measured in U.S. dollars on the NYSE American equals or exceeds 150% of the conversion price for 20 consecutive trading days, the Company shall have right to convert all but not less than all of the principal amount of the Convertible Debentures, and subject to the approval of the TSX or any applicable stock exchange, all accrued and unpaid interest on the Convertible Debentures (however, that such conversion price of the accrued and unpaid interest must not be less than the VWAP of the common shares on the TSX during the five trading days immediately preceding the relevant date), into common shares at the conversion price. The Convertible Debentures are not redeemable prior to the maturity date. Certain directors and/or officers of the Company subscribed for $0.23 million in principal amount of Convertible Debentures under the offering.
(iv)Gold Prepay Agreement
On December 13, 2021, the Company entered into a gold prepay agreement with Orion (the "Gold Prepay Agreement"). In April 2022, the Gold Prepay Agreement 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 Gold Prepay Agreement. Under the terms of the amended Gold Prepay Agreement, in exchange for $41.9 million, the Company is required to deliver to Orion 3,100 troy ounces of gold for the quarter ending June 30, 2022, and thereafter, 2,100 troy ounces of gold per calendar quarter until September 30, 2025, for aggregate deliveries of 30,400 troy ounces of gold.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
On September 20, 2023, the Company entered into an A&R 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 troy ounces of gold over a period of 12 quarters, being 1,110 troy ounces of gold per quarter over the delivery period with the first delivery being 1,123 troy ounces of gold. The first delivery will occur on March 31, 2024, and the last delivery will occur on December 31, 2026.
On March 28, 2024, the Company entered into an amending agreement in relation to the A&R Gold Prepay Agreement with Orion pursuant to which the March 31, 2024 quarterly delivery of 3,223 troy ounces of gold was extended from March 31, 2024, to April 15, 2024 (the "First Amending Agreement").
On April 24, 2024, the Company entered into a Second A&R Gold Prepay Agreement with Orion as further described in Note 3 of these Financial Statements. Pursuant to the Second A&R Gold Prepay Agreement, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the A&R Gold Prepay Agreement until May 10, 2024. In addition, if the Company meets the Gold Option Criteria (as further described in Note 3 of these Financial Statements) it may elect to defer the deadline to deliver any of its quarterly gold delivery obligations for the 2024 calendar year by delivering to Orion, on or before September 30, 2025, the adjusted quarterly gold quantities (multiplied by 1.15 for gold deliveries made prior to June 30, 2025 and 1.19 for gold deliveries made thereafter). The remaining terms of the Second A&R Gold Prepay Agreement remain substantially the same as the existing A&R Gold Prepay Agreement. The Company may request an increase in the prepayment by an additional amount not exceeding $50 million in aggregate in accordance with the terms of the Second A&R Gold Prepay Agreement.
The Gold Prepay Agreement is recognized as a financial liability at amortized cost and it contains an embedded derivative in relation to the embedded gold price within the agreement that is measured at fair value each reporting period, as further described in Note 10 (iv) and Note 21 of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 30.2% to the financial liability (December 31, 2023 - 27.5%). Interest accretion is included in interest expense.
Management assessed the A&R Gold Prepay Agreement and determined that the modification was non-substantial. As a result, management accounted for the modification as an adjustment to the existing liability. The 2023 Gold Prepay Accordion liability was recorded at fair value at inception of $16.4 million. Management assessed the Second A&R Gold Prepay Agreement and determined that the modification was non-substantial.
On June 28, 2024, the Company entered into a Side Letter Agreement with Orion in relation to the June 30, 2024 quarterly delivery, whereby the Company agreed to deliver a minimum of 1,000 troy ounces of gold to Orion on or before July 1, 2024, and to deliver the remaining 2,210 troy ounces to Orion on or before August 31, 2024. During the third quarter of 2024, the Company delivered 5,420 troy ounces of gold to Orion, 2,210 troy ounces of gold in satisfaction of the outstanding June 30, 2024 gold delivery and 3,210 troy ounces of gold in full satisfaction of the September 30, 2024 quarterly delivery. For the three and nine months ended September 30, 2024, the Company incurred costs of $14.1 million and $23.8 million, respectively, in relation to gold delivered under the Gold Prepay Agreement. In connection with the Side Letter Agreement, the Company paid fees of $0.6 million to Orion.
As of September 30, 2024, the Company had delivered 25,343 troy ounces of gold towards the Gold Prepay Agreement with Orion, leaving 18,390 troy ounces of gold remaining to be delivered under the agreement. The current portion of the liability is $20.3 million as of September 30, 2024.
(v)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.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
On January 12, 2024, the Company entered into an extension agreement in relation to the Silver Purchase Agreement with Orion pursuant to which the 2023 Shortfall Amount Delivery Deadline was extended from January 15, 2024, to April 15, 2024 (the "Extension Agreement"). In connection with the Extension Agreement the Company paid an amendment fee of $0.2 million and issued 0.5 million common share warrants exercisable at C$2.717 per share with an exercise period of 48 months or until January 24, 2028.
On April 24, 2024, the Company entered into an Amended Silver Purchase Agreement with Orion as further described in Note 3 of these Financial Statements. Pursuant to the Amended Silver Purchase Agreement, Orion agreed to extend the deadline for the outstanding deliveries required to be made on or before April 15, 2024 under the Amended Silver Purchase Agreement until May 10, 2024. If the Company meets the Stream Option Criteria (as further described in Note 3 of these Financial Statements) it may elect to defer the requirements to deliver its annual minimum delivery amount for 2024 (a “Stream Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted annual minimum delivery amount (multiplied by 1.07 for silver deliveries made prior to June 30, 2025 and 1.11 for silver deliveries made thereafter).
The Amended Silver Purchase Agreement is recognized as a financial liability at amortized cost and it contains two embedded derivatives as further described in Note 10 (v) and Note 21 of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 12.7% to the financial liability (December 31, 2023 - 12.3%). Interest accretion is included in interest expense.
Management assessed the Amended Silver Purchase Agreement and determined that the modification was non-substantial.
During the second quarter of 2024, the Company delivered 394,605 ounces of silver to Orion in full satisfaction of the 2023 Shortfall Amount. For the nine months ended September 30, 2024, the Company incurred costs of $8.4 million in relation to silver delivered under the Silver Purchase Agreement. As of September 30, 2024, the Company had delivered 700,000 ounces of silver towards the Silver Purchase Agreement with Orion. The current portion of the liability is $6.8 million as of September 30, 2024.
The obligations under the Second A&R Gold Prepay Agreement and Amended Silver Purchase Agreement are senior 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.
9.RECLAMATION LIABILITIES
The Company's reclamation liabilities results from mining activities and previously mined property interests. The obligation consists primarily of costs associated with mine reclamation and closure activities. On an ongoing basis, management evaluates its estimates and assumptions, and future expenditures could differ from current estimates. In calculating the best estimate of the Company's obligation on a net present value basis, management used credit adjusted risk-free interest rates ranging from 6.40% to 9.19%. A reconciliation of the discounted obligation is provided below:
| September 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Balance as at January 1 | $ | 49,765 | $ | 47,321 |
| Change in estimate | — | 218 | ||
| Reclamation expenditures | (426) | (540) | ||
| Accretion expense | 2,304 | 2,766 | ||
| Balance as at December 31 | 51,643 | 49,765 | ||
| Less current portion | 519 | 543 | ||
| Long-term portion | $ | 51,124 | $ | 49,222 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
10.OTHER LIABILITIES
| September 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Warrant liability (i) | $ | 12,917 | $ | 4,467 |
| Share-based payment liability (ii) | 1,401 | 1,184 | ||
| Orion - Conversion and change of controls rights (iii) | 1,777 | 9,028 | ||
| Sprott - Conversion and change of controls rights (iii) | 285 | 1,459 | ||
| Gold Prepay Agreement embedded derivative (iv) | 9,589 | 1,676 | ||
| Silver Purchase Agreement embedded derivative (v) | 4,681 | — | ||
| Contingent consideration (vi) | — | 4,898 | ||
| Lease liability | 120 | 310 | ||
| Total other liabilities | 30,770 | 23,022 | ||
| Less current portion | 8,767 | 6,282 | ||
| Long-term portion | $ | 22,003 | $ | 16,740 |
(i)Warrant liability
Bought Deal Public Offering
On May 1, 2024, in connection with the Offering discussed in Note 3 of these Financial Statements, the Company issued 34.8 million common share warrants exercisable at C$2.15 per share with an exercise period of 48 months. The warrants commenced trading on the TSX on May 1, 2024, under the symbol "IAU.WT". The trading value was used to determine the fair value at inception and for subsequent periods. The initial fair value of the warrants recognized on inception was $8.9 million and at September 30, 2024 $11.6 million. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $0.5 million was allocated to the warrant liability and included in general and administrative expenses in the Consolidated Statements of Operations during the period ended September 30, 2024.
Orion warrants
In connection with the Orion financing package the Company completed during the fourth quarter of 2021, the Company issued 5.5 million common share warrants exercisable at C$3.275 per share with an exercise period of 36 months or until December 13, 2024. On September 20, 2023, in connection with the A&R Gold Prepay Agreement the Company extended the expiry date by an additional twelve months to December 13, 2025. The initial fair value of the warrants recognized on inception was $3.5 million and at September 30, 2024 $0.5 million (December 31, 2023 - $2.0 million).
In connection with the A&R Gold Prepay Agreement entered into during the third quarter of 2023, the Company issued 3.8 million common share warrants exercisable at C$3.17 per share with an exercise period of 36 months or until September 20, 2026. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $1.9 million and at September 30, 2024 $0.6 million (December 31, 2023 - $1.8 million).
In connection with the Extension Agreement entered into during the first quarter of 2024, the Company issued 0.5 million common share warrants exercisable at C$2.72 per share with an exercise period of 48 months or until January 24, 2028. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $0.3 million and at September 30, 2024 $0.2 million.
Paycore replacement warrants
In connection with the Paycore acquisition discussed in Note 3 of these Financial Statements, the Company issued a total of 3.8 million common share warrants for Paycore warrants outstanding on the date of acquisition. The replacement warrants are comprised of 0.2 million common share warrants at an exercise price of C$3.09 per common share until April 20, 2024, 0.3 million common share warrants at an exercise price of C$2.40 per common share until February 9, 2025, and 3.3 million common share warrants at an exercise price of C$4.02 per common share until May 2, 2025. The initial fair value of the warrants recognized on inception was $2.7 million and at September 30, 2024 $0.1 million (December 31, 2023 - $0.6 million). On April 20, 2024, 0.2 million common share warrants at an exercise price of C$3.09 per common share expired.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
Waterton warrants
In connection with the acquisition of Osgood the Company issued to Waterton 12.1 million common share warrants which are exercisable into one fully paid and non-assessable common share of the Company at an exercise price of C$3.64 per share until April 14, 2024. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $6.1 million and at September 30, 2024 nil (December 31, 2023 - $0.1 million). During the first quarter of 2023, Waterton exercised 0.4 million warrants to purchase 0.4 million common shares of the Company. On April 14, 2024, the remaining balance of 11.7 million common share warrants expired.
The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in USD. Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in profit or loss. For the three and nine months ended September 30, 2024, the Company recorded a fair value loss of $3.6 million and gain of $0.7 million, respectively (2023 - gain of $7.4 million and $17.5 million, respectively) through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements.
The fair value of the warrants, excluding warrants issued in connection with the Offering, were calculated using the Black-Scholes option pricing model, or a Monte Carlo simulation model, if applicable taking into the account the four month hold restriction, and with the following weighted average assumptions:
| September 30, 2024 | December 31, 2023 | |
|---|---|---|
| Risk-free rate | 2.69% to 4.00% | 3.45% to 5.08% |
| Warrant expected life | 4 to 40 months | 3 to 33 months |
| Expected volatility | 56% to 82% | 42% to 54% |
| Expected dividend | 0% | 0% |
| Share price | C$1.57 | C$2.33 |
As of September 30, 2024, there were 48,185,249 warrants outstanding (December 31, 2023 - 24,716,409).
(ii)Share-based payment liability
The Company recognized a share-based payment liability of $1.4 million at September 30, 2024 (December 31, 2023 - $1.2 million) under the Company's restricted and deferred share unit plans as discussed in Note 11 (e) of these Financial Statements. The current portion of the liability is $0.5 million at September 30, 2024 (December 31, 2023 - $0.5 million).
(iii)Conversion and change of control right
The financial liability represents the conversion and change of control rights included in the Orion and Sprott Convertible Loans as further described in Note 8 (i), Note 8 (ii) and Note 21 of these Financial Statements.
(iv)Gold Prepay Agreement embedded derivative
The financial liability represents the embedded derivative in relation to the fixed gold price included in the Gold Prepay Agreement as further described in Note 8 (iv) and Note 21 of these Financial Statements. The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss. For the three and nine months ended September 30, 2024, the Company recorded a fair value loss of $3.0 million and $7.9 million, respectively (2023 - gain of $2.2 million and loss of $0.1 million, respectively) related to the valuation of the embedded derivative through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements. As of September 30, 2024, the current portion of the Gold Prepay Agreement embedded derivative liability was $6.9 million.
(v)Silver Purchase Agreement embedded derivative
The liability balance represents the embedded derivative in relation to the silver price included in the Silver Purchase Agreement as further described in Note 8 (v) and Note 21 of these Financial Statements. The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss. For the three and nine months ended September 30, 2024, the Company recorded a fair value loss of $1.3 million and $6.6 million, respectively (2023 - gain of $0.8 million and $1.3 million, respectively) related to the valuation of the embedded derivative through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements. As of September 30, 2024, the current portion of the Silver Purchase Agreement embedded derivative liability was $1.4 million.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(vi)Contingent consideration
In connection with the acquisition of Osgood from Waterton, the Company recorded a financial liability associated with the contingent value rights obligation. The contingent value rights obligation included a payment to Waterton in the amount of $5.0 million upon the public announcement of a positive production decision related to the Granite Creek Project (underground or open pit) (the "Production Payment"), and an additional $5.0 million upon production of the first ounce of gold (excluding ordinary testing and bulk sampling programs) following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce (the "Price Payment").
In the third quarter of 2022, the Company paid Waterton $5.0 million in cash as part of the contingent value rights Production Payment. In the first quarter of 2024, the Company paid Waterton $3.6 million as part of the contingent value rights Price Payment. Consideration paid to Waterton consisted of 2.7 million common shares of the Company valued at $3.6 million. In the second quarter of 2024, the Company paid Waterton $1.4 million in cash in full satisfaction of the $5.0 million Price Payment.
(vii)Deferred consideration
In connection with the acquisition of Ruby Hill the Company recorded a financial liability associated with the milestone payments. The four milestone payments and corresponding early prepayment options are as follows:
•$17 million in cash and/or shares of i-80 Gold payable on the earlier of 60 days following the issuance of a press release by the Company regarding the completion of a new or updated Mineral Resource estimate for Ruby Hill or 15 months after closing, based on the market price of i-80 Gold's shares at the time of such payment (the "First Milestone Payment");
•$15 million in cash and/or shares of i-80 payable on the earlier of 60 days following the issuance of a press release by the Company regarding the completion of a Feasibility Study for Ruby Hill or 24 months after closing, based on the market price of i-80 Gold's shares at the time of such payment (the "Second Milestone Payment"). An early prepayment option to reduce the payment by $5 million to $10 million is available if the payment is made less than 15 months after closing and if the payment in shares of the Company does not exceed up to $7.5 million of the total amount, at the Company's discretion.
•$15 million in cash and/or shares of i-80 Gold payable on the earlier of 30 months after closing and 90 days following the announcement by the Company of a construction decision related to a deposit on any portion of Ruby Hill that is not currently being mined, based on the market price of i-80 Gold's shares at the time of such payment (the "Third Milestone Payment"); and
•$20 million in cash and/or shares of i-80 Gold payable on the earlier of 36 months after closing and 90 days following the announcement by the Company of achieving Commercial Production related to a deposit on any portion of Ruby Hill that is not currently being mined, priced based on the market price of i-80 Gold's shares at the time of such payment (the "Fourth Milestone Payment"). An early prepayment option to reduce the payment for the third and fourth milestone payments to $20 million is available if the payments are done prior to 24 months after closing, if the payment in shares of the Company did not exceed up to $10 million of the total amount, at the Company's discretion, and if shares held by Waterton do not exceed 9.99% of the outstanding shares of the Company.
During the first quarter of 2023, the Company exercised the early prepayment option and paid to Waterton total consideration of $27.0 million in satisfaction of the First and Second Milestone Payment. Consideration paid to Waterton consisted of $11.0 million in cash and 5.5 million common shares of the Company valued at $16.0 million.
During the fourth quarter of 2023, the Company exercised the early prepayment option and paid to Waterton total consideration of $20.0 million in satisfaction of the Third and Fourth Milestone Payment. Consideration paid to Waterton consisted of $10.0 million in cash and 6.6 million common shares of the Company valued at $10.0 million. The deferred consideration due under the terms of the acquisition of Ruby Hill have been fully satisfied.
The Company recognized the liability at fair value with changes in fair value recognized in profit or loss. The initial fair value of the liability recognized on inception was $41.9 million. For the three and nine months ended September 30, 2024, the Company recognized a loss on the revaluation of the liability of nil (2023 - $0.4 million and $1.1 million, respectively) through the Consolidated Statements of Operations as further described in Note 16 of these Financial Statements. The deferred consideration was fully satisfied in 2023, as a result no further gains or losses have been recorded.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
11.COMMON SHARES
(a)Authorized share capital
At September 30, 2024, the authorized share capital consisted of an unlimited number of common shares without par value.
(b)Issued share capital
During the third quarter of 2024, the Company issued 11.5 million common shares under the ATM Program at a weighted average share price of $1.14 per common share for total gross proceeds of $13.1 million. Transaction costs incurred of $0.4 million are presented as a reduction to share capital.
On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million Units at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately $83.5 million (C$115.0 million). Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. The 34.8 million common share warrants issued in connection with the offering were valued at $8.9 million at inception using the closing price of the warrants of C$0.35 on May 1, 2024. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $4.1 million was allocated to shares issued and presented as a reduction to share capital.
On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$1.73 for total gross proceeds of $1.4 million (C$2.0 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 10 (vi) of these Financial Statements.
On February 20, 2024, the Company completed a non-brokered private placement of common shares. An aggregate of 13.1 million shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of $17.4 million (C$23.5 million). Certain directors and/or officers of the Company subscribed for C$0.3 million in common shares under the private placement. Transaction costs incurred of $0.4 million are presented as a reduction to share capital.
On February 9, 2024, the Company issued 1.6 million common shares to Waterton at a price of C$1.80 for total gross proceeds of $2.1 million (C$2.9 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 10 (vi) of these Financial Statements.
On October 16, 2023, the Company issued 6.6 million common shares to Waterton at a price of C$2.057 for total gross proceeds of $10.0 million (C$13.6 million) as partial consideration of the Third Milestone Payment and Fourth Milestone Payment related to the Ruby Hill deferred consideration, as further described in Note 10 (vii) of these Financial Statements.
On August 1, 2023, the Company completed a private placement of common shares led by CIBC Capital Markets on behalf of a syndicate of underwriters. An aggregate of 13.6 million shares were issued by the Company at a price of C$2.70 per common share for aggregate gross proceeds of $27.7 million (C$36.8 million). Certain directors and/or officers of the Company subscribed for C$0.5 million in common shares.
On June 27, 2023, Sprott converted $1.8 million in principal and subject to obtaining approval of the TSX $0.2 million in interest of the Sprott Convertible Loan into 0.8 million common shares of the Company. On July 7, 2023, upon approval of the TSX the Company issued 0.8 million common shares to Sprott.
On May 9, 2023, in connection with the Paycore acquisition the Company issued 5.0 million common shares to Waterton in settlement of the contingent value rights agreement between Paycore and Waterton, as further described in Note 3 of these Financial Statements.
On May 5, 2023, the Company acquired 100% of the issued and outstanding shares of Paycore at the Exchange Ratio issuing 25.5 million common shares to Paycore shareholders, as further described in Note 3 of these Financial Statements.
On January 16, 2023, the Company issued 5.5 million common shares to Waterton at a price of C$3.8945 for total gross proceeds of $16.0 million (C$21.5 million) as partial consideration of the First Milestone Payment and Second Milestone Payment related to the Ruby Hill deferred consideration, as further described in Note 10 (vii) of these Financial Statements.
The Company issued 0.9 million common shares for stock options and warrants exercised during the nine months ended September 30, 2024 (2023 - 0.8 million) and received proceeds of $0.9 million (2023 - $1.9 million).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(c)Share option plan
The Company has a share option plan (the "Plan") which is restricted to directors, officers, key employees and consultants of the Company. The number of common shares subject to options granted under the Plan (and under all other management options and employee stock purchase plans) is limited to 10% in the aggregate and 1% with respect to any one optionee of the number of issued and outstanding common shares of the Company at the date of the grant of the option. Options issued under the Plan may be exercised during a period determined by the Company's Board of Directors which cannot exceed ten years. Vesting periods may range from immediate to five years.
(d)Stock options
The continuity of stock options issued and outstanding are as follows:
| Options outstanding<br><br># | Weighted average price<br><br>C$ | |
|---|---|---|
| Outstanding at December 31, 2022 | 7,878,746 | 2.30 |
| Issued in Paycore Acquisition | 1,727,200 | 1.89 |
| Granted | 2,088,687 | 3.20 |
| Exercised | (526,798) | 2.59 |
| Expired | (16,000) | 2.91 |
| Forfeited | (92,590) | 2.69 |
| Outstanding at December 31, 2023 | 11,059,245 | 2.39 |
| Granted | 941,316 | 1.74 |
| Exercised | (943,600) | 1.34 |
| Expired | (299,843) | 1.89 |
| Forfeited | (63,207) | 3.21 |
| Outstanding at September 30, 2024 | 10,693,911 | 2.43 |
The weighted average share price at the date of exercise for the nine months ended September 30, 2024 was C$1.85 (2023 - C$3.17).
At September 30, 2024, the following options were outstanding, and outstanding and exercisable:
| Outstanding | Outstanding and Exercisable | |||||
|---|---|---|---|---|---|---|
| Exercise price<br>CAD | Options<br># | Weighted average exercise price<br><br>C$ | Weighted average remaining life in years | Options<br># | Weighted average exercise price<br><br>C$ | Weighted average remaining life in years |
| $0.59 - $2.07 | 3,052,916 | $1.46 | 2.39 | 2,671,938 | $1.42 | 2.10 |
| $2.08 - $2.64 | 2,929,712 | $2.55 | 2.42 | 2,929,712 | $2.55 | 2.42 |
| $2.65 - $3.17 | 2,408,550 | $2.72 | 1.81 | 2,408,550 | $2.72 | 1.81 |
| $3.18 - $3.67 | 2,302,733 | $3.26 | 3.06 | 1,847,889 | $3.27 | 2.98 |
| 10,693,911 | $2.43 | 2.41 | 9,858,089 | $2.42 | 2.29 |
Total vested stock options at September 30, 2024 were 9,858,089 (December 31, 2023 - 9,081,403) with a weighted average exercise price of C$2.42 (December 31, 2023 - C$2.25).
The Company applies the fair value method of accounting for all share-based compensation awards and accordingly, $0.7 million was recorded for options issued as compensation during the nine months ended September 30, 2024 (2023 - $1.8 million) per the table in (f) share-based payments below. The options had a weighted average grant date fair value of C$1.74 at September 30, 2024. As of September 30, 2024, there were 835,822 unvested stock options (December 31, 2023 - 1,977,842).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
For purposes of the options granted, the fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model, with the following assumptions:
| September 30, <br>2024 | December 31, 2023 | |
|---|---|---|
| Risk-free interest rate | 3.84% to 4.05% | 3.47% to 4.03% |
| Annualized volatility based on historic volatility | 52% to 53% | 52% to 60% |
| Expected dividend | Nil | Nil |
| Forfeiture rate | 4.1% to 4.2% | 0.0% to 4.4% |
| Expected option life | 2 to 3.5 years | 2.4 to 3.5 years |
(e)Restricted and Deferred Share Unit Plan
The Company adopted the restricted share unit ("RSU") plan to allow the Board of Directors to grant its employees non-transferable share units based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three-year period. The RSUs are settled in cash or equity at the option of the Company.
The Company adopted the DSU plan to grant members of its Board of Directors non-transferable share units based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three-year period. DSUs must be retained until the Director leaves the Board, at which time the awards will be settled in cash or equity at the option of the Company.
The following table summarizes the continuity of the RSUs and DSUs for the period ended September 30, 2024:
| RSUs outstanding # | DSUs outstanding # | |
|---|---|---|
| Outstanding at December 31, 2022 | 465,642 | 175,091 |
| Granted | 731,543 | 167,374 |
| Settled | (464,159) | — |
| Forfeited | (31,271) | — |
| Outstanding at December 31, 2023 | 701,755 | 342,465 |
| Granted | 3,453,243 | 481,905 |
| Settled | (1,093,866) | — |
| Forfeited | (184,141) | — |
| Outstanding at September 30, 2024 | 2,876,991 | 824,370 |
As the RSUs and DSUs are expected to be settled in cash, at September 30, 2024 a current liability of $0.5 million and a long-term liability of $0.9 million was outstanding and included in other liabilities (December 31, 2023 - $0.5 million and $0.7 million, respectively). For the nine months ended September 30, 2024, $1.2 million has been recorded as an expense and included in general and administrative expense (2023 - $0.7 million). The total fair value of the vested and unvested RSUs and DSUs at September 30, 2024 was C$5.8 million (December 31, 2023 - C$2.4 million).
For purposes of the vesting of the RSUs and DSUs, the fair value of the liability was estimated using the share price of the valuation date and an expected weighted average forfeiture rate of 4% and nil, respectively.
(f)Share-based payments
The following table summarizes share-based payment expense included in the Consolidated Statements of Operations during the three and nine months ended September 30, 2024 and 2023:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Stock option | $ | 214 | $ | 352 | $ | 723 | $ | 1,793 |
| RSUs and DSUs | 580 | (108) | 1,212 | 662 | ||||
| Total | $ | 794 | $ | 244 | $ | 1,935 | $ | 2,455 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
12.BASIC AND DILUTED LOSS PER SHARE
Basic loss per share is calculated based on the weighted average number of common shares and common share equivalents outstanding during the three and nine months ended September 30, 2024, and 2023. Diluted loss per share is based on the assumption that stock options and warrants that have an exercise price less than the average market price of the Company's common shares during the period have been exercised on the later of the beginning of the year and the date granted. Net loss and basic weighted average shares outstanding are reconciled to diluted loss and diluted weighted average shares outstanding, respectively, as follows:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Loss for the period | $ | (43,099) | $ | (4,914) | $ | (103,803) | $ | (53,601) |
| Basic and diluted weighted average shares outstanding | 386,474,070 | 287,128,970 | 350,581,065 | 266,207,340 | ||||
| Basic and diluted loss per share | $ | (0.11) | $ | (0.02) | $ | (0.30) | $ | (0.20) |
Convertible debentures and loans of 50,085,223, stock options of 10,693,911 (Note 11 (d)) and warrants of 48,185,249 (Note 10 (i)) were excluded from the computation of diluted weighted average shares outstanding for the three and nine months ended September 30, 2024 (2023 - 46,232,587, 11,101,241 and 24,716,409, respectively) as their effect would be anti-dilutive.
13.SUPPLEMENTAL CASH FLOW INFORMATION
(i) The following table summarizes the changes in operating assets and liabilities:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Receivables | $ | 1,374 | $ | 849 | $ | 1,976 | $ | (74) |
| Prepaids and deposits | — | 1,347 | (242) | 12 | ||||
| Inventory | (2,649) | (949) | (4,469) | (5,558) | ||||
| Accounts payable and accrued liabilities | (178) | (1,218) | (5,892) | 2,019 | ||||
| (Decrease) increase in working capital | $ | (1,453) | $ | 29 | $ | (8,627) | $ | (3,601) |
(ii) The following table summarizes non-cash items included in other (expense) income:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| (Loss) gain on warrants valuation | $ | (3,587) | $ | 7,357 | $ | 687 | $ | 17,532 |
| (Loss) gain on Convertible Loans derivative valuation | (721) | 13,574 | 8,424 | 24,056 | ||||
| Loss on deferred consideration | — | (447) | (102) | (1,403) | ||||
| Gain on investments | — | — | — | 997 | ||||
| (Loss) gain on sales from Gold Prepay Agreement | (2,914) | 284 | (3,975) | 546 | ||||
| (Loss) gain on Gold Prepay derivative valuation | (2,998) | 2,190 | (7,913) | (63) | ||||
| (Loss) gain on Silver Purchase derivative valuation | (1,276) | 822 | (6,579) | 1,274 | ||||
| Other | 6 | (1,100) | 204 | (602) | ||||
| Total non-cash items included in other (expense) income | $ | (11,490) | $ | 22,680 | $ | (9,254) | $ | 42,337 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
14.REVENUE
Revenue by customer
The following table represents sales to individual customers representing 100% of the Company's gold and silver revenue:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Customer 1 | $ | 5,314 | $ | 3,417 | $ | 12,315 | $ | 8,773 |
| Customer 2 | 4,412 | 4,523 | 11,158 | 7,343 | ||||
| Customer 3 | 1,783 | 5,205 | 3,752 | 11,289 | ||||
| Customer 4 | — | 70 | (118) | 1,668 | ||||
| Total revenue from major customers | $ | 11,509 | $ | 13,215 | $ | 27,107 | $ | 29,073 |
At September 30, 2024, the Company had one customer that made up trade receivables. At December 31, 2023, the Company had two customers that made up 95% of trade receivables. The Company is not economically dependent on a limited number of customers for the sale of its product because gold and other metals can be sold through numerous commodity market traders worldwide.
Revenue by type
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Gold and silver | $ | 7,409 | $ | 8,759 | $ | 16,520 | $ | 21,797 |
| Mineralized material | 4,100 | 4,456 | 10,587 | 7,276 | ||||
| Total | $ | 11,509 | $ | 13,215 | $ | 27,107 | $ | 29,073 |
15.EXPLORATION, EVALUATION AND PRE-DEVELOPMENT
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Exploration and evaluation | $ | 5,384 | $ | 8,553 | $ | 11,306 | $ | 30,325 |
| Pre-development | 5,930 | 5,520 | 17,718 | 16,447 | ||||
| Total exploration, evaluation and pre-development | $ | 11,314 | $ | 14,073 | $ | 29,024 | $ | 46,772 |
16.OTHER (EXPENSE) INCOME, NET
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| (Loss) gain on warrants valuation | $ | (3,587) | $ | 7,357 | $ | 687 | $ | 17,532 |
| (Loss) gain on Convertible Loans derivative valuation | (721) | 13,574 | 8,424 | 24,056 | ||||
| Loss on deferred consideration | — | (447) | (102) | (1,403) | ||||
| Gain (loss) on foreign exchange | 293 | (77) | 673 | (32) | ||||
| Gain on investments | — | — | — | 997 | ||||
| (Loss) gain on sales from Gold Prepay Agreement | (2,914) | 284 | (3,975) | 546 | ||||
| (Loss) gain on Gold Prepay derivative valuation | (2,998) | 2,190 | (7,913) | (63) | ||||
| (Loss) gain on Silver Purchase derivative valuation | (1,276) | 822 | (6,579) | 1,274 | ||||
| Other | 873 | (474) | 2,694 | 924 | ||||
| Total other (expense) income | $ | (10,330) | $ | 23,229 | $ | (6,091) | $ | 43,831 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
17.INTEREST EXPENSE
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| Interest accretion on Convertible Loans | $ | 2,880 | $ | 2,401 | $ | 8,203 | $ | 6,943 |
| Interest accretion on Gold Prepay Agreement | 2,815 | 1,948 | 8,657 | 5,914 | ||||
| Interest accretion on Silver Purchase Agreement | 706 | 863 | 2,409 | 2,510 | ||||
| Interest accretion on Convertible Debentures | 1,459 | 1,348 | 4,262 | 3,182 | ||||
| Amortization of finance costs | 354 | 269 | 1,025 | 699 | ||||
| Interest expense | — | 16 | 451 | 37 | ||||
| Total interest expense | $ | 8,214 | $ | 6,845 | $ | 25,007 | $ | 19,285 |
18.SEGMENTED INFORMATION
Results of the operating segments are reviewed by the Company's chief operating decision makers ("CODM") to make decisions about resources to be allocated to the segments and to assess their performance. Each CODM is a member of the senior management team who rely on management positioned in each operating segment of the Company.
The results from operations for these reportable segments are summarized in the following tables:
| Nine months ended September 30, 2024 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | ||||
|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 27,107 | $ | — | $ | — | $ | 27,107 |
| Cost of sales | (43,630) | — | — | (43,630) | ||||
| Depletion, depreciation and amortization | (1,003) | — | — | (1,003) | ||||
| Exploration, evaluation and pre-development | (20,099) | (8,925) | — | (29,024) | ||||
| General, administrative and other | (9,344) | (738) | (14,914) | (24,996) | ||||
| Other income (expense) | 1,366 | — | (7,457) | (6,091) | ||||
| Interest expense | (444) | — | (24,563) | (25,007) | ||||
| Loss before income taxes | (46,047) | (9,663) | (46,934) | (102,644) | ||||
| Deferred tax expense | — | — | (1,159) | (1,159) | ||||
| Loss for the period | $ | (46,047) | $ | (9,663) | $ | (48,093) | $ | (103,803) |
| Nine months ended September 30, 2023 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | $ | 29,073 | $ | — | $ | — | $ | 29,073 |
| Cost of sales | (30,975) | — | — | (30,975) | ||||
| Depletion, depreciation and amortization | (5,589) | — | — | (5,589) | ||||
| Exploration, evaluation and pre-development | (28,719) | (18,053) | — | (46,772) | ||||
| General, administrative and other | (8,889) | (708) | (16,648) | (26,245) | ||||
| Other (expense) income | (1,494) | 36 | 45,289 | 43,831 | ||||
| Interest expense | (21) | — | (19,264) | (19,285) | ||||
| (Loss) income before income taxes | (46,614) | (18,725) | 9,377 | (55,962) | ||||
| Deferred tax recovery | — | — | 2,361 | 2,361 | ||||
| (Loss) income for the period | $ | (46,614) | $ | (18,725) | $ | 11,738 | $ | (53,601) |
1 Includes Ruby Hill, Lone Tree and Granite Creek
2 McCoy-Cove and FAD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
| Three months ended September 30, 2024 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 11,509 | $ | — | $ | — | $ | 11,509 | ||||||||||
| Cost of sales | (15,877) | — | — | (15,877) | ||||||||||||||
| Depletion, depreciation and amortization | (552) | — | — | (552) | ||||||||||||||
| Exploration, evaluation and pre-development | (7,226) | (4,088) | — | (11,314) | ||||||||||||||
| General, administrative and other | (3,049) | (237) | (4,649) | (7,935) | ||||||||||||||
| Other income (expense) | 430 | — | (10,760) | (10,330) | ||||||||||||||
| Interest expense | 2 | — | (8,216) | (8,214) | ||||||||||||||
| Loss before income taxes | (14,763) | (4,325) | (23,625) | (42,713) | ||||||||||||||
| Deferred tax expense | — | — | (386) | (386) | ||||||||||||||
| Loss for the period | $ | (14,763) | $ | (4,325) | $ | (24,011) | $ | (43,099) | Three months ended September 30, 2023 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Revenue | $ | 13,215 | $ | — | $ | — | $ | 13,215 | ||||||||||
| Cost of sales | (12,244) | — | — | (12,244) | ||||||||||||||
| Depletion, depreciation and amortization | (1,444) | — | — | (1,444) | ||||||||||||||
| Exploration, evaluation and pre-development | (8,903) | (5,169) | (1) | (14,073) | ||||||||||||||
| General, administrative and other | (3,080) | (238) | (4,516) | (7,834) | ||||||||||||||
| Other (expense) income | (1,172) | 4 | 24,397 | 23,229 | ||||||||||||||
| Interest expense | (13) | — | (6,832) | (6,845) | ||||||||||||||
| (Loss) income before income taxes | (13,641) | (5,403) | 13,048 | (5,996) | ||||||||||||||
| Deferred tax recovery | — | — | 1,082 | 1,082 | ||||||||||||||
| (Loss) income for the period | $ | (13,641) | $ | (5,403) | $ | 14,130 | $ | (4,914) | ||||||||||
| As at September 30, 2024 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Capital expenditures | $ | 1,775 | $ | — | $ | — | $ | 1,775 | ||||||||||
| Property, plant and equipment | 422,871 | 143,327 | 2,714 | 568,912 | ||||||||||||||
| Total assets | 483,554 | 144,135 | 27,438 | 655,127 | ||||||||||||||
| Total liabilities | $ | (31,577) | $ | 97,246 | $ | 242,539 | $ | 308,208 | As at December 31, 2023 | Nevada Production1 | Exploration and Development2 | Corporate and other | Total | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| Capital expenditures | $ | 17,237 | $ | 91,933 | $ | 338 | $ | 109,508 | ||||||||||
| Property, plant and equipment | 422,845 | 143,378 | 3,173 | 569,396 | ||||||||||||||
| Total assets | 494,657 | 144,194 | 15,432 | 654,283 | ||||||||||||||
| Total liabilities | $ | (32,440) | $ | 96,877 | $ | 244,550 | $ | 308,987 |
1 Includes Ruby Hill, Lone Tree and Granite Creek
2 McCoy-Cove and FAD
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
19.RELATED PARTY TRANSACTIONS
The Company had the following transactions with its related parties who have been identified as principal owners.
Related party debt
(i)The Company entered into convertible loan agreements with both Orion and Sprott (Note 8). Interest accretion related to the loans are recorded in interest expense (Note 17).
(ii)The Company has a gold prepay and silver purchase agreement with Orion (Note 8).
Other liabilities
(i)In connection with the financing package completed in 2021 and subsequent amendments, the company issued warrants to Orion (Note 10).
20.COMMITMENTS AND CONTINGENCIES
Surety bonds
At September 30, 2024, the Company has outstanding surety bonds in the amount of $132.8 million in favour of either the United States Department of the Interior, Bureau of Land Management ("BLM"), or the State of Nevada, Department of Conservation & Natural Resources as financial support for environmental reclamation and exploration permitting. This includes surety bonds for the Lone Tree project and the Ruby Hill property in the amounts of $87.0 million and $27.0 million, respectively. The surety bonds are secured by $39.9 million in restricted cash (December 31, 2023 - $44.5 million) and are subject to fees competitively determined in the marketplace. During the first quarter of 2024, $6.0 million in cash collateral was returned to the Company. The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations. As specific requirements are met, the BLM and State of Nevada as beneficiary of the instruments, will return the instruments to the issuing entity. As these instruments are associated with operating sites with long-lived assets, they will remain outstanding until closure.
21.FINANCIAL INSTRUMENTS
Fair value
(i)Definitions
ASC 820 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value 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).
(ii)Valuation techniques used to determine fair values
The Company calculates fair values based on the following methods of valuation and assumptions:
(a)Financial assets
Financial assets other than the Company's derivative assets described below 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.
(b)Financial liabilities
Financial liabilities not classified as fair value through statement of loss are carried at amortized cost. Accounts payable and accrued liabilities approximate their carrying value due to their short term nature.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
Share-based payment and warrant liabilities
The share-based payment and warrant liabilities are classified within level 2 of the fair value hierarchy and are fair valued using a valuation model that incorporates such factors as the Company’s share price volatility, risk-free rates and expiry dates including managements assumptions on forfeiture rates.
The warrants issued in connection with the Offering are classified within level 1 of the fair value hierarchy as the warrants are listed on the TSX and therefore a quoted market price is available.
Contingent consideration
Contingent consideration related to Granite Creek was recognized at fair value on acquisition and in the comparative period prior to settlement by the Company during the second quarter of 2024, as further described in Note 10 (vi) of these Financial Statements. This liability was classified within level 3 of the fair value hierarchy as it involved management's best estimate of whether or not the key activities and market conditions required for each contingent payment would be achieved. The significant unobservable inputs include such inputs as managements estimate of the probability of a positive production decision related to the Granite Creek Project and managements estimate of the probability of producing the first ounce of gold following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce. The fair value of the contingent consideration was the present value of projected future cash flows using a discount rate of 7.5%.
Deferred consideration
Deferred consideration related to Ruby Hill was recognized at fair value on acquisition and in the comparative period prior to settlement by the Company during the fourth quarter of 2023, as further described in Note 10 (vii) of these Financial Statements. This liability was classified within level 3 of the fair value hierarchy as it involved management's best estimate of whether or not the key activities as described in Note 10 (vii) of these Financial Statements required for each milestone payment would be achieved. Management assumed that all milestones would be achieved and the early repayment option would be taken. The fair value of the deferred consideration was the present value of projected future cash flows using a discount rate of 7.5%.
Convertible Loans
The Convertible Loans contain conversion and change of control rights that are separately measured at fair value each reporting period (level 3). In determining the fair value at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as managements estimate of the probability and date of a change of control event, the Company's share price, share price variability, credit spreads, and interest rates. Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations.
Gold Prepay Agreement
The Gold Prepay Agreement is recognized as a financial liability at amortized cost and contains an embedded derivative in relation to the embedded gold price within the agreement that is measured at fair value each reporting period (level 3). In determining the fair value of the embedded derivative at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as metal prices, metal price volatility, and risk free borrowing rates. Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations.
Silver Purchase Agreement
The Amended 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). On initial recognition and at September 30, 2024, the gold substitution option did not have any value. In determining the fair value of the embedded derivatives at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as metal prices, metal price volatility, risk-free borrowing rates and the Company's production profile. Gains and losses were recorded in other income and other expense in the Consolidated Statement of Operations.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(iii)Fair value measurements using significant unobservable inputs (level 3)
The following tables present the changes in level 3 items:
| Convertible Loans | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Orion conversion and change of control rights | Sprott conversion and change of control rights | Silver Purchase Agreement - silver price derivative | Gold Prepay Agreement - gold price derivative | Contingent consideration | Deferred consideration | |||||||
| Balance as at January 1, 2023 | $ | (27,029) | $ | (5,299) | $ | 1,898 | $ | 2,916 | $ | (4,541) | $ | (45,805) |
| Principal repayment | — | — | — | — | — | 47,000 | ||||||
| Fair value adjustments | 18,001 | 3,840 | — | (4,592) | (357) | (1,195) | ||||||
| Balance as at December 31, 2023 | $ | (9,028) | $ | (1,459) | $ | 1,898 | $ | (1,676) | $ | (4,898) | $ | — |
| Principal repayment | — | — | — | — | 5,000 | — | ||||||
| Fair value adjustments | 7,251 | 1,174 | (6,579) | (7,913) | (102) | — | ||||||
| Balance as at September 30, 2024 | $ | (1,777) | $ | (285) | $ | (4,681) | $ | (9,589) | $ | — | $ | — |
(iv)Valuation inputs and relationships to fair value
The following table summarizes the quantitative information about the significant inputs used in level 3 fair value measurements:
| Balance as at September 30, 2024 | Unobservable input | Fair Value | Change in Fair Value | |
|---|---|---|---|---|
| Assumption: | +/- 10% | |||
| Silver Purchase Agreement - silver price derivative | Change in forecast silver price | $ | (4,681) | $2,606 |
| Gold Prepay Agreement - gold price derivative | Change in forecast gold price | $ | (9,589) | $4,402 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
22.SUBSEQUENT EVENTS
Sprott Convertible Loan
On October 31, 2024, The Company issued 2.1 million common shares in connection with Sprott's conversion of $3.6 million in principal and $0.9 million in interest under the Sprott Convertible Loan.
ATM Program
Subsequent to the period ended September 30, 2024, the Company issued 6.2 million common shares under the ATM Program for total gross proceeds of $7.0 million.
29
Document
Management's Discussion and Analysis of Operations and Financial Condition
This Management's Discussion and Analysis of Operations and Financial Condition (“MD&A”) of i-80 Gold Corp. (“i-80 Gold” or the “Company”) should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements (the “Financial Statements”) for the three and nine months ended September 30, 2024, and the notes thereto. The Company's Financial Statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America ("US GAAP") as issued by the Financial Accounting Standards Board (“FASB”) as applicable to interim financial statements. Unless otherwise stated, all amounts discussed herein are denominated in U.S. dollars (C$ represents Canadian dollars). Additionally, this MD&A should be read in conjunction with Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations and the Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025. Readers are encouraged to read the Company’s public information filings on i-80 Gold’s web-site at www.i80gold.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.
This discussion provides management's analysis of the Company’s historical operating and financial results and provides estimates of future operating and financial performance based on information currently available. Actual results may vary from estimates and the variances may be significant. Readers should be aware that historical results are not necessarily indicative of future performance. Cautionary statements regarding mineral reserves and mineral resources, and forward-looking information can be found in the Sections titled “Technical Information” and “Cautionary Statements on Forward-Looking Statements” in this MD&A.
The Company has included certain non-GAAP financial performance measures, which the Company believes, that together with measures determined in accordance with US GAAP, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-GAAP financial performance measures do not have any standardized meaning prescribed under US GAAP, and therefore they may not be comparable to similar non-GAAP financial performance measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with US GAAP. Descriptions and reconciliations associated with the non-GAAP financial performance measures can be found in the section titled “Non-GAAP Financial Performance Measures” in this MD&A.
Transition to US Generally Accepted Accounting Principles
Historically, the Company has prepared its Financial Statements under IFRS Accounting Standards for reporting as permitted by security regulators in Canada, as well as in the United States under the status of a foreign private issuer as defined by the United States Securities and Exchange Commission (the “SEC”). On June 28, 2024, the Company determined that it no longer qualifies as a foreign private issuer under the SEC rules. As a result, beginning January 1, 2025 the Company is required to report with the SEC on domestic forms and comply with domestic company rules. Consequently, the Company will be required to prepare its financial statements using United States Generally Accepted Accounting Principles (“US GAAP”), presented in U.S. dollars, effective beginning with the Company’s 2024 annual consolidated financial statements and for all subsequent reporting periods. The transition to US GAAP will be made retrospectively.
Transition from Foreign Private Issuer Status
As noted above, the Company will begin reporting with the SEC on U.S. domestic forms, using US GAAP, and including the required mining disclosures per the SEC Modernization Rules. The transition from foreign private issuer status is expected to result in an increase in general and administrative costs due to the conversion from IFRS Accounting Standards to US GAAP presentations as well as additional compliance costs relating to mining disclosure requirements under the SEC Modernization Rules
OVERVIEW
Company Overview
i-80 Gold Corp. is a Nevada-focused growth-oriented gold and silver producer engaged in the exploration, development, and production of gold, silver and polymetallic deposits. The Company's principal assets (all wholly-owned) include the Granite Creek property, Ruby Hill property, Lone Tree property, McCoy-Cove project and FAD property.
The Company was incorporated on November 10, 2020, in the province of British Columbia, Canada. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol IAU and the New York Stock Exchange (“NYSE”) under the symbol IAUX. The Company’s head office is located in Reno, Nevada.
Operational and Financial Overview
Third Quarter 2024
•Third quarter loss per share was $0.11 per share, a decrease from $0.02 loss per share in the comparative prior year period.
•Third quarter cash used in operating activities was $23.5 million, an increase in cash used from the prior year period due to lower mine operating income partially offset by lower exploration, evaluation and pre-development expense.
•September 30, 2024, cash balance is $21.8 million, a decrease of $25.6 million from the end of the second quarter due to cash used in operations and cash used for capital expenditures.
•During the third quarter the Company began an at-the-market equity program (“ATM program”) to raise equity. In total 11.5 million shares were issued for gross proceeds of $13.1 million.
•Third quarter revenue totaled $11.5 million compared to $13.2 million in the comparative prior year period due to lower volumes sold partially offset by higher gold price.
•Third quarter gold sales totaled 3,063 ounces at an average realized gold price1 of $2,422 per ounce, resulting in revenue of $7.4 million, compared to gold sales of 4,585 ounces at an average realized gold price1 of $1,895 per ounce, resulting in revenue of $8.7 million in the third quarter of 2023
•Third quarter mineralized material sales totaled 14,696 tons for revenue of $4.1 million, compared to mineralized material sales totaling 16,059 tons for revenue of $4.5 million in the comparative prior year period.
•Cost of sales increased by $3.7 million over the prior year quarter primarily due to an inventory impairment recognized.
•The Company published its second annual sustainability report which can be found on the Company’s website.
•The Company adopted a new development plan to ramp up, permit and construct five gold mines over the balance of the decade to create a mid-tier gold producer, capable of producing approximately 400,000 to 500,000 ounces of gold annually.
•The Company is working to reschedule current debt obligations and to provide the additional capital required to execute the new development plan.
•Management changes were also made to strengthen the management team to execute on the new development plan.
Year to Date (“YTD”) 2024
•YTD loss per share was $0.30 per share, a decrease from $0.20 loss per share in the comparative prior year period.
•YTD cash used in operating cash flows was $73.3 million, the increase in cash used in was primarily due to lower production from the Company’s mines, partially offset by higher average realized gold prices.
•YTD revenue totaled $27.1 million compared to $29.1 million in the comparative prior year period.
•YTD gold sales totaled 7,186 ounces at an average realized gold price1 of $2,290 per ounce, resulting in revenue of $16.5 million, compared to gold sales of 11,262 ounces at an average realized gold price1 of $1,924 per ounce, resulting in revenue of $21.7 million in the comparative prior year period of 2023.
•YTD mineralized material sales totaled 29,041 tons for revenue of $10.6 million, compared to mineralized material sales totaled 22,710 tons for revenue of $7.3 million in the comparative prior year period.
•Approximately 80,000 feet (core and RC) drilled with multiple positive results to expand mineralization further at the Ruby Hill mine, the Granite Creek mine and the McCoy-Cove project.
Strategic Overview
The Company underwent a leadership change during the third quarter, which prompted a review of the strategic direction of the Company. As a result, the Company adopted a new development plan which presents Management’s view of the most effective strategy to generate free cash flow while progressing earlier stage projects to provide a pipeline of growth in the medium and long-term. Management is now focused on permitting and development of five gold deposits through the balance of the decade. Consistent with the focus of i-80 Gold since inception, this plan includes the development of the three underground mines, but also includes accelerating permitting and development of the two large oxide open pit deposits, Granite Creek and Mineral Point. Collectively, these five assets have the potential to create a mid-tier gold producer. The Company has initiated a recapitalization plan of its balance sheet to support the new development plan.
The Lone Tree Autoclave remains the centralized refractory ore processing facility in the new development plan and Management intends to continue its work towards completion of the refurbishment feasibility study next year. Following completion of the study, a series of trade-off scenarios will be considered comparing full autoclave refurbishment or alternate toll milling and ore purchase agreements options that could potentially be available.
Further, Management believes that a base metal focused joint venture at the Ruby Hill project does not fit the new development plan, see “Ruby Hill Base Metal JV” section below for more information. Overall, given the Company’s balance sheet constraints and additional capital required for the new development plan all higher risk projects with low certainty of economic viability have been deferred until the balance sheet is in a stronger position and the Board approves allocating risk capital to these projects.
The Lone Tree open pit project has a variety of financial, technical, environmental and social issues to be worked through. It is expected that the project will likely remain deferred for another decade. Management believes new technologies and other solutions may become available in the future to allow the Company to unlock the value of this large open pit project.
Recapitalization Plan
The Company envisages a two-step recapitalization process which will include demonstrating a viable path to generating free cash flow, and rescheduling and/or refinancing the existing debt obligations. Phase one of this plan will include finding a solution for short-term commitments including deferral of the upcoming gold and silver deliveries scheduled for late December and early January. Phase two of the recapitalization plan involves working with our current partners as well as seeking new debt providers to restructure our existing debt and provide sufficient capital to execute on the Company’s new development plan with repayment terms that align with the Company’s ability to service that debt. Management has initiated work on this, including discussions with existing and potential new partners, and aims to complete this process in the first quarter of 2025.
1This is a Non-GAAP Measure; please see “Non-GAAP Measures” section.
Ruby Hill Base Metal Joint Venture
In November 2023, i-80 Gold entered into a non-binding Letter of Intent with a third party (see press release dated November 7, 2023), to consider a joint venture agreement for Ruby Hill with a focus on base metal exploration and development. In addition to deposits with base metal potential (Blackjack, Hilltop and FAD), the joint venture discussion included all gold and silver deposits within the Ruby Hill property, including Mineral Point.
Upon careful assessment of the joint venture terms and economics, considering the potential value of the existing gold resources in a rising gold price environment and taking into account the limited understanding of the base metal potential, i-80 Gold’s Board and Management have elected to no longer proceed with joint venture discussions. It is noteworthy that the period of exclusivity with the counterparty has expired.
i-80 Gold is electing to prioritize more advanced staged gold and silver projects with established resources and technical studies. As such exploration and development work on base metal targets have been deferred to focus on projects with the fastest timeline to cash flow generation.
Organizational Changes
Since i-80 Gold’s inception, the Company’s focus has been on asset acquisition and exploration. As the company evolves into a developer and producer the organizational structure and skill set of its employees needs to evolve to meet the new development plan in order to become a mid-tier gold producer of approximately 400,000 to 500,000 ounces of gold per year by the early 2030’s.
The three most significant changes facing i-80 Gold are i) increased emphasis on technical skills to ramp up, permit and construct five projects through the balance of the decade; ii) the requirement to restructure and re-capitalize the balance sheet in a manner that aligns to the new development plan; and iii) the additional legal and reporting requirements of becoming a US domestic issuer.
In order to meet i-80 Gold’s growing and changing demands, the Company has promoted four senior technical personnel and hired three new senior positions. Management believes these organizational changes, including the promotions and new hires, add the necessary experience and bench strength to further de-risk the execution of the development plan. The cost of these changes is expected to be offset by lower third-party consultant costs.
On the operations front, the promotion of four senior technical personnel is a reflection of the importance of these four individuals in reducing our execution risk as we ramp up our activities to permit and construct five mines through the balance of the decade.
On the legal front, the hiring of David Savarie as our new Senior VP General Counsel will bring in-house industry specific legal expertise that will improve our approach to and compliance with our governance and contractual commitments while also lowering our third-party legal costs. Further, this addition will immediately reduce the burden on existing management to manage the legal process in an increasingly complex environment while adding additional strength as we execute on our new development plan.
On the finance front, the Company has added two new senior financial roles, Katerina Deluca as VP of Treasury in charge of treasury and financing and Curtis Turner as VP of Strategic Planning. Mr. Turner is transitioning from VP Finance to this new role. These new positions are required to meet the increased workload associated with the balance sheet restructuring and debt reporting as well as enabling the new development plan to be executed. The VP Finance function will be managed by an incoming hire, Cindy Tseo.
The final new officer joining the team is Leily Omoumi, our new VP Corporate Development and Strategy who will also be in charge of investor relations. This position replaces the outgoing Executive Vice President, Business Development, Matt Gollat who was instrumental in the formation of i-80 Gold since its inception in 2021. Mr. Gollat has agreed to remain as an advisor in the transition to focus on the new development plan. The Company would like to thank Mr. Gollat for his contribution to the Company. The new VP Corporate Development will execute the new vision of the organization playing a key role in developing and maintaining the Company life-of-mine model as well as understanding the value of i-80 Gold and conveying that message to the market. Joining Ms. Omoumi is Jim Mackay, Director of Corporate Development and Investor Relations.
Financing Overview
Third Quarter 2024
•On August 12, 2024, the Company implemented an ATM to sell through the TSX and the NYSE common shares up to an aggregate offering price of up to $50 million. For the three ended September 30, 2024, proceeds of $13.1 million were received from the issuance of 11.5 million shares sold. The Company will continue to use the ATM Program as a tool to maintain an appropriate level of liquidity as it executes on the recapitalization plan as discussed in the Recapitalization Plan section. As at
November 12, 2024, the Company has issued 17.7 million common shares under the ATM Program for total gross proceeds of $20.1 million.
•On October 31, 2024, The Company issued 2.1 million common shares in connection with Sprott's conversion of $3.6 million in principal and $0.9 million in interest under the Sprott Convertible Loan.
Year to Date
Contingent Payments
•In the first quarter of 2024, the Company paid Waterton as part of the contingent value rights payment (production milestone) 2.7 million common shares of the Company valued at $3.6 million. In the second quarter of 2024, the Company paid Waterton $1.4 million in cash in full satisfaction of the $5.0 million contingent value rights payment (price condition). The $5.0 million payment was recorded in property, plant and equipment on the consolidated statements of financial position.
Equity Offerings
•On February 20, 2024, the Company completed a non-brokered private placement of common shares. An aggregate of 13.1 million shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of $17.4 million (C$23.5 million).
•On May 1, 2024, the Company completed a bought deal public offering of 69.7 million units at a price of C$1.65 per unit for gross proceeds of $83.5M (C$115.0 million). Each Unit consists of one common share of the Company and one half of one common share purchase warrant.
•On June 24, 2024, the Company obtained a receipt for a final short form base shelf prospectus on June 24, 2024 (the "Canadian Shelf Prospectus"). The Canadian Shelf Prospectus was filed with the securities regulators in each province and territory of Canada, and a corresponding U.S. base prospectus contained in its registration statement on Form F-10 (the "U.S. Base Prospectus") was filed with the SEC.
Gold Prepay Agreement Amendments
•On March 28, 2024, the Company entered into an amending agreement in relation to the gold prepay agreement (“Gold Prepay Agreement”) with Orion Mine Finance (“Orion”) pursuant to which the March 31, 2024, quarterly delivery of 3,223 troy ounces of gold was extended from March 31, 2024, to April 15, 2024 (the "First Amending Agreement").
•On April 24, 2024, the Company entered into a second amending agreement with Orion to amend the terms of the Gold Prepay Agreement (the “Second A&R Gold Prepay Agreement”). In accordance with the terms of the Second A&R Gold Prepay Agreement, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the Gold Prepay Agreement until May 10, 2024.
•On June 28, 2024, the Company entered into a Side Letter Agreement with Orion in relation to the June 30, 2024, quarterly delivery, whereby the Company agreed to deliver a minimum of 1,000 troy ounces of gold to Orion on or before July 1, 2024, and to deliver the remaining 2,210 ounces to Orion on or before August 31, 2024.
•As of September 30, 2024, the Company had delivered 25,343 troy ounces of gold towards the Gold Prepay Agreement with Orion, leaving 18,390 troy ounces of gold remaining to be delivered under the agreement.
Silver Purchase Agreement Amendments
•On January 12, 2024, the Company entered into an extension agreement in relation to the silver purchase and sale agreement entered into with affiliates of Orion (“Silver Purchase Agreement”) pursuant to which in the event that the amount of silver delivered under the Silver Purchase Agreement is less than the 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"). The 2023 Shortfall Amount Delivery Deadline was extended from January 15, 2024, to April 15, 2024 (the "Extension Agreement"). In connection with the Extension Agreement, the Company paid an amendment fee of $0.2 million and issued 0.5 million common share warrants exercisable at C$2.72 per share with an exercise period of 48 months or until January 24, 2028.
•On April 24, 2024, the Company entered into an amending agreement with Orion (the “Amended Silver Purchase Agreement”) to amend the terms of its Silver Purchase Agreement. In accordance with the terms of the Amended Silver Purchase Agreement, Orion agreed to extend the deadline for the outstanding deliveries required to be made on or before April 15, 2024, under the Amended Silver Purchase Agreement until May 10, 2024.
•As of September 30, 2024, the Company had delivered 700,000 ounces of silver towards the Silver Purchase Agreement with Orion, leaving 500,000 ounces of silver to be delivered in 2025 and 2026 under the fixed delivery schedule.
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 four gold properties are currently at various stages of redevelopment following successful exploration programs at each of the four properties. The Granite Creek underground mine is the first to be redeveloped, it is currently ramping up to full production, while the open pit heap leach deposit, adjacent to the underground mine, is at the study and permitting stage. Ruby Hill is host to what is expected to be the Company’s second underground mine. Permits are expected by the end of 2024 and construction is expected to take approximately 18 months to production. In the meantime, the Company is leaching the historic leach pads, which provide minor amounts of gold production. McCoy-Cove is expected to be the Company’s third underground gold mine. Baseline permitting work is largely in the process of being finalized over the next six months to allow the for the submittal of the permit application, which is expected to take approximately three years for approval, followed by approximately 18 months of construction. At the Company’s Lone Tree property, leaching of the historic leach pads
is producing minor amounts of gold. The focus at Lone Tree is a feasibility study to evaluate the refurbishment of the autoclave to process ore from the three underground mines. The feasibility study is expected to be completed in the third quarter of 2025.
Granite Creek mine
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 mine is comprised of several land parcels which now encompass approximately 4,480 acres, located in the Potosi mining district, 27 miles northeast of Winnemucca, within the southeastern part of 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 underground is anticipated to reach commercial production in 2026 from resource expansions. For Granite Creek open pit an infill drilling program is planned for 2025 to upgrade resources to a feasibility study level while permitting activities are conducted.
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||
|---|---|---|---|---|---|
| Operational Statistics | 2024 | 2023 | 2024 | 2023 | |
| Oxide mineralized material mined | tons | 18,846 | 13,294 | 45,658 | 29,738 |
| Sulfide mineralized material mined | tons | 11,917 | 9,709 | 21,153 | 20,817 |
| Total oxide and sulfide mineralized material mined | tons | 30,763 | 23,003 | 66,811 | 50,555 |
| Material mined grade | g/tonne | 8.38 | 8.34 | 7.74 | 8.87 |
| Material mined grade | oz/ton | 0.24 | 0.24 | 0.23 | 0.26 |
| Low-grade mineralized material mined1 | tons | 22,488 | 12,800 | 47,186 | 30,110 |
| Low-grade mineralized material grade1 | g/tonne | 2.92 | 3.18 | 3.00 | 3.02 |
| Low-grade mineralized material grade1 | oz/ton | 0.09 | 0.09 | 0.09 | 0.09 |
| Waste mined | tons | 35,916 | 24,753 | 108,404 | 106,830 |
| Processed mineralized material2 | tons | 38,000 | — | 43,183 | 11,084 |
| Oxide mineralized material sold | tons | 14,696 | 16,059 | 29,041 | 22,710 |
| Sulfide mineralized material sold | tons | — | — | 5,183 | — |
| Total mineralized material sold | tons | 14,696 | 16,059 | 34,224 | 22,710 |
| Ounces of gold sold | oz | 315 | 900 | 315 | 1,344 |
| Underground mine development (capital development) | ft | 807 | 888 | 3,071 | 3,194 |
| Exploration drilling | ft | 4,923 | 16,144 | 23,413 | 20,944 |
| Financial Statistics | 2024 | 2023 | 2024 | 2023 | |
| Mining cost (total mineralized material and waste) | $/ton | 134 | 124 | 129 | 103 |
| Processing cost (processed mineralized material) | $/ton | 20 | N/A | 34 | 151 |
| Site general and administrative (“G&A”) (total mineralized material mined3) | $/ton | 33 | 18 | 35 | 26 |
| Royalties | $000s | 358 | 259 | 1,913 | 475 |
| Capital expenditure4 | $000s | 340 | 1,271 | 1,079 | 3,015 |
| Pre-development expenditures | $000s | 5,075 | 3,649 | 14,576 | 11,218 |
| Exploration expenditures | $000s | 1,747 | 1,754 | 4,360 | 2,161 |
1Low-grade mineralized material extracted as part of the mining process that is below cut-off grade but incrementally economic.
2Processed mineralized material consists of toll treated material and material placed under leach.
3Total mineralized material mined consists of sulfide, oxide, and low-grade mineralized material.
4Capital expenditure based on accrual basis.
Mining rates and gold production for the quarter and nine months of 2024 were lower than planned due to an increase in ground water ingress into underground working areas, which negatively impacted productivity and development advancement rates. To address the higher water rates, the mine is adding additional pumping capacity, deepening an existing de-watering well and reworking the de-watering system to allow for additional flow capacity in the water treatment facility. Management expects that production and costs will continue to be negatively impacted until these measures are completed, which is expected to occur by the end of the third quarter of 2025.
The Company continues to encounter elevated oxide mineralized material. A significant portion of this mineralized material that was lower grade was deemed suitable for processing via heap leach at the Lone Tree heap leach facility. This material is stockpiled and subsequently transported to Lone Tree for leaching. During the quarter, this material was placed on the leach pad but not placed under leach until late in the quarter and recovery of ounces will take place after the quarter end. This is in part responsible for the lack of ounce production even though the mineralized material mined increased significantly period over period. In addition, during the three months ended, no sulfide mineralized material was processed under the toll milling agreement. As of September 30, 2024, all of the remaining sulfide mineralized material under the toll milling agreement has been delivered to NGM and the Company anticipates that the sulfide mineralized material will be processed in the fourth quarter.
Subsequent to the quarter end, on October 14, 2024, the toll milling agreement with NGM expired. The terms of the agreement provide for a good faith renegotiation or extension of the agreement as long as certain conditions are met. The Company is currently engaged with NGM to establish an extension or updated agreement for processing of the i80 refractory material. If the Company is unable to obtain an extension of the Autoclave Toll Milling Agreement in a timely manner (or at all), the Company will be required to seek other arrangements for the processing of refractory material from its Granite Creek mine. For the year 2024, the Company anticipates that approximately 25% of the ounces produced from Granite Creek fall under the Toll Milling Agreement and the Company does not anticipate that percentage will increase materially over the next 12 months.
Capital expenditures for the three and nine months focused mainly on sustaining capital. Furthermore, the water treatment plant contributed to $0.5 million in capital spending for the 9 month period.
Pre-development costs incurred during 2024 was for mine development and dewatering activities.
During the third quarter, Management began a process to update the technical report and has begun the permitting process for the Granite Creek open pit heap leach project. An updated study is expected in 2025. Permitting is expected to take approximately three years and construction a further 18 months. Management is currently considering construction of heap leach pads instead of heap leach and CIL plants as indicated in the last technical report (2021). Further studies are expected to determine the superior economic route.
During the three months ended September 30, 2024, approximately 5,000 feet of directional core drilling was completed. The drilling program was focused on infilling, upgrading and expanding the resources in the South Pacific Zone. As the ground condition contributed to high drilling costs, the Company paused this program and decided to develop an underground exploration drift to complete this drilling program. It is anticipated that the budget program will remain the same, but the timeline to complete will be delayed allowing for the development of the drift which was commenced in the fourth quarter of 2024.
Ruby Hill mine
During the 1990’s, an ore body was discovered, which became the Archimedes pit. Later discoveries included the Ruby Deeps sulfide deposit with the most recent discovery of the Hilltop zone. The Ruby Hill mine is located within the Battle Mountain-Eureka Trend, and is host to the Archimedes open pit and multiple gold, silver and base metal deposits. The Ruby Hill Mine includes the Archimedes underground, the Mineral Point deposit, an open pit heap leach project, as well as several base metal deposits. Mineral Point is a large oxide gold and silver deposits with the potential to become the Company’s largest gold producing asset. Processing infrastructure at Ruby Hill includes a primary crushing plant, grinding mill, leach pad, and carbon-in-column circuit.
Permitting for Archimedes underground is anticipated by the end of 2024 or early 2025 with construction to commence in the first half of 2025. The Mineral Point deposit drill program is expected to begin in early 2025 to support geotechnical, metallurgical and hydrology studies for baseline data to complete a Preliminary Economic Assessment (“PEA”) during 2025.
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||
|---|---|---|---|---|---|
| Operational Statistics | 2024 | 2023 | 2024 | 2023 | |
| Ounces of gold sold | oz | 906 | 1,910 | 1,861 | 4,781 |
| Exploration drilling | ft | — | 8,345 | 4,032 | 74,684 |
| Financial Statistics | 2024 | 2023 | 2024 | 2023 | |
| Mining cost | $/oz | — | — | — | 11 |
| Processing cost (processed oz) | $/oz | 984 | 726 | 1,142 | 642 |
| Site G&A (processed oz) | $/oz | 432 | 310 | 607 | 263 |
| Royalties | $000s | 64 | 105 | 126 | 250 |
| Capital expenditure1 | $000s | — | 11 | 118 | 30 |
| Pre-development expenditures | $000s | 260 | 359 | 555 | 995 |
| Exploration expenditures | $000s | 133 | 3,125 | 550 | 14,028 |
1Capital expenditure based on accrual basis.
During the quarter and nine months ended September 30, 2024, the Company continued to recover ounces from the heap leach pads at Ruby Hill. While efforts are made to optimize the ounces recovered, the ounces recovered was lower than the comparable periods and the Company anticipates that production will continue to decrease and become uneconomic soon.
There was minimal spending on capital projects for nine months and nil spending for the three months. However, during the third quarter, the Company commissioned a scoping study to provide an initial assessment of the economics of the Mineral Point deposit.
Exploration spending for the three and nine months was related to metallurgical tests and drilling for metallurgical samples, respectively.
Feasibility work on the base metal deposits including Hilltop, Blackjack and FAD have been suspended for the foreseeable future as the Company focuses on ramping up, permitting and developing the three underground and two open pit heap leach gold projects through the balance of the decade. As a result of the adoption of the new gold-focused strategy, the base metal JV, for which the Company has been advancing over the past year, has been terminated.
McCoy-Cove project
Modern exploration for copper and gold in the McCoy Mining District started in the 1960s. The McCoy-Cove project 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. The McCoy-Cove project is, for the most part, on land controlled by the U.S. Department of Interior, Bureau of Land Management ("BLM") and patented mining claims. The McCoy-Cove project consists of 1,535 100%-owned unpatented claims and twelve leased patented claims.
McCoy-Cove is a high-grade underground development project. Baseline work in advance of a federal permitting action submittal to the Nevada Bureau of Land Management (BLM) is proceeding on plan. Management is targeting the submittal of an Environmental Impact Statement (EIS) in mid-2025. An EIS will be required primarily due to the significant project disturbance acres and impact on water. The permitting process is expected to take three years. In parallel with the permitting process, an infill drill program is under way to expand mineral reserves and resources as well as engineering work to complete a feasibility study in 2025.
Baseline field studies including biological, geochemical and hydrological continue to move forward to support the planned permitting submittal timeline of mid-2025. An air quality impact analysis report and global climate change technical memorandum were submitted and accepted by the BLM. The initial groundwater flow model has been completed and the Company is currently optimizing the design of the de-watering infrastructure and expects to include the model in the updated technical studies to be published in 2025. The permitting process is expected to take approximately three years to complete followed by 18 months of construction, primarily de-watering and underground development as well as some light surface infrastructure work.
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||
|---|---|---|---|---|---|
| Operational Statistics | 2024 | 2023 | 2024 | 2023 | |
| Exploration drilling | ft | 34,268 | 16,789 | 52,244 | 48,048 |
| Financial Statistics | 2024 | 2023 | 2024 | 2023 | |
| Capital expenditure1 | $000s | — | 38 | — | 148 |
| Pre-development expenditures | $000s | 580 | 1,510 | 2,547 | 4,025 |
| Exploration expenditures | $000s | 3,489 | 2,105 | 6,147 | 11,702 |
1Capital expenditure based on accrual basis.
Underground delineation drilling continued during the third quarter on Helen and CSD Gap with two core rigs, with approximately 34,000 feet of core drilled bringing total drilling over the course of the infill campaign to approximately 96,000 feet. A further 20,000 feet of drilling is planned into the first quarter of 2025 to complete the program. The 2024/2025 drill program will be included in an updated feasibility study expected in 2025. Pre-development expenditures related to delineation drilling and mine development work in 2023.
Lone Tree mine
The Lone Tree mine is a historic producing mine that completed mining operations in 2006. The Lone Tree mine is a development project located within the Battle Mountain-Eureka Trend, midway between the Company's Granite Creek mine and McCoy-Cove underground project. The property consists of the past-producing Lone Tree mine and processing facility, as well as the nearby Buffalo Mountain deposit and the Brooks open pit mine, which is currently on care and maintenance. Processing infrastructure at Lone Tree includes an autoclave, carbon-in-leach mill, flotation mill, heap leach facility, assay lab and gold refinery, tailings dam, waste dumps and several buildings that the Company anticipates will be useful for developing all mining projects, including a warehouse, maintenance shop and administration building.
During the third quarter ended September 30, 2024, Management continued to review the value engineering studies in preparation for a feasibility study on the refurbishment of the autoclave, scheduled to be completed in 2025. The refurbishment of the autoclave at Lone Tree would process sulfide ore from the three underground mines, Granite Creek, Archimedes at Ruby Hill and McCoy-Cove. The Lone Tree open pit is expected to remain in inventory into the 2030’s as the Company focuses ramp up, permitting and development of its three underground mines and two open pit heap leach mines.
| Three months ended<br>September 30, | Nine months ended<br>September 30, | ||||
|---|---|---|---|---|---|
| Operational Statistics | 2024 | 2023 | 2024 | 2023 | |
| Ounces of gold sold | oz | 1,842 | 1,775 | 5,010 | 5,138 |
| Financial Statistics | 2024 | 2023 | 2024 | 2023 | |
| Processing cost (processed oz) | $/oz | 697 | 801 | 732 | 820 |
| Site G&A (processed oz) | $/oz | 173 | 272 | 230 | 235 |
| Capital expenditure1 | $000s | 71 | 3,163 | 578 | 12,895 |
1Capital expenditure based on accrual basis.
The Company continues to recover ounces from the leach pads at Lone Tree. Due to optimization of the leaching process, the ounces produced are in line with the production for the comparative three and nine month periods. The Company will continue to process ounces from the leach pads as long as it is economical to do so.
Capital spending for the three and nine months is related to general infrastructure in sustaining the operations and activities at Lone Tree along with the spending related to the technical work on the refurbishment of the Autoclave processing plant.
DISCUSSION OF FINANCIAL RESULTS
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||
|---|---|---|---|---|
| (in thousands of USD) | 2024 | 2023 | 2024 | 2023 |
| Revenue | 11,509 | 13,215 | 27,107 | 29,073 |
| Cost of sales | (15,877) | (12,244) | (43,630) | (30,975) |
| Depletion, depreciation and amortization | (552) | (1,444) | (1,003) | (5,589) |
| Gross loss | (4,920) | (473) | (17,526) | (7,491) |
| Expenses | ||||
| Exploration, evaluation and pre-development | 11,314 | 14,073 | 29,024 | 46,772 |
| General and administrative | 4,469 | 4,380 | 14,427 | 16,179 |
| Property maintenance | 3,466 | 3,454 | 10,569 | 10,066 |
| Share-based payments | ||||
| Loss from operations | (24,169) | (22,380) | (71,546) | (80,508) |
| Other (expense) income | (10,330) | 23,229 | (6,091) | 43,831 |
| Finance expense | (8,214) | (6,845) | (25,007) | (19,285) |
| Loss before income taxes | (42,713) | (5,996) | (102,644) | (55,962) |
| Deferred tax (expense) recovery | (386) | 1,082 | (1,159) | 2,361 |
| Net loss and comprehensive loss for the period | (43,099) | (4,914) | (103,803) | (53,601) |
Financial results for the three months ended September 30, 2024
Revenue
Revenue for the three months ended September 30, 2024 was $11.5 million, a decrease of 13% from $13.2 million in the comparative prior year period. During the three months ended September 30, 2024, mineralized material sale totaled 14,696 tons and gold ounces sold totaled 3,063 ounces at an average realized gold price1 of $2,422 per ounce, compared to mineralized material sale of 16,059 tons and gold ounces sold of 4,585 at an average realized gold price1 of $1,895 per ounce during the same period of 2023, a decrease of 1,522 in gold ounces sold or 33%. The lower revenue was driven by a decrease of $1.3 million in gold sales and a decrease of $0.4 million in mineralized material revenue. Granite Creek experienced lower than planned production due to underground water issues, partially offset by higher average realized gold price1.
1This is a Non-IFRS Measure; please see “Non-IFRS Measures” section.
| Three months ended<br>September 30, | ||||
|---|---|---|---|---|
| Spot price per ounce of gold | 2024 | 2023 | % Change | |
| Average | 2,475 | 1,928 | 28 | % |
| Low | 2,329 | 1,871 | 24 | % |
| High | 2,664 | 1,976 | 35 | % |
| Average realized | 2,422 | 1,895 | 28 | % |
Cost of sales
Cost of sales for the three months ended September 30, 2024 was $15.9 million, which was an increase of 30% from cost of sales of $12.2 million in the comparative prior year period, largely related to inventory impairment of $3.3 million from higher cost per ounce due to lower production due to underground de-watering efforts at the Granite Creek mine.
Depreciation, depletion and amortization
Depreciation, depletion, and amortization expense for the three months ended September 30, 2024 was $0.6 million, a decrease of 62% compared to $1.4 million from the prior year period. The lower depreciation in 2024 is due to the majority of the processing equipment being fully depreciated at Ruby Hill in 2023.
Exploration and evaluation and pre-development expenses
| Three months ended<br>September 30, | ||
|---|---|---|
| (in thousands of USD) | 2024 | 2023 |
| Granite Creek, Nevada | 1,747 | 1,754 |
| Ruby Hill, Nevada | 133 | 3,125 |
| McCoy-Cove, Nevada | 3,489 | 2,105 |
| Buffalo Mountain, Nevada | — | 12 |
| FAD, Nevada | 15 | 1,538 |
| Total exploration and evaluation | 5,384 | 8,553 |
| Granite Creek, Nevada | 5,075 | 3,649 |
| Ruby Hill, Nevada | 260 | 359 |
| McCoy-Cove, Nevada | 580 | 1,510 |
| Buffalo Mountain, Nevada | 15 | 2 |
| Other (i) | — | — |
| Total pre-development | 5,930 | 5,520 |
| Total exploration and evaluation and pre-development | 11,314 | 14,073 |
(i)Other includes charges for regional technical services costs not charged to a property.
For the three months ended September 30, 2024, the company incurred $11.3 million of exploration, evaluation and pre-development expenses, 20% lower compared to the three-month period ended September 30, 2023. The lower exploration expense for the three months ended September 30, 2024 was primarily a result of the Company pausing activities at the Ruby Hill mine during the due diligence period for the proposed joint venture, resulting in a reduction in exploration expense of $3.0 million, partially offset by $1.4 million increase at McCoy-Cove.
Other (expense) income, net
| Three months ended<br>September 30, | ||
|---|---|---|
| (in thousands of USD) | 2024 | 2023 |
| (Loss) gain on convertible loan derivatives | (721) | 13,574 |
| (Loss) gain on warrants | (3,587) | 7,357 |
| (Loss) gain on Gold Prepay derivative | (2,998) | 2,190 |
| (Loss) gain on Silver Purchase derivative | (1,276) | 822 |
| Loss on deferred consideration | — | (447) |
| Gain (loss) on foreign exchange | 293 | (77) |
| (Loss) gain on sales from Gold Prepayment Agreement | (2,914) | 284 |
| Other income (expense) | 873 | (474) |
| Total other (expense) income, net | (10,330) | 23,229 |
Gain and loss on revaluation of the fair value for embedded derivatives of the Gold Prepay and Silver Purchase Agreement are driven by changes in the gold and silver forward prices during the period.
Gain and loss on revaluation of the fair value of warrants and convertible loan derivatives were driven by changes in the Company’s share price during the period.
Gain and loss on sale of gold for the Gold Prepayment Agreement is due to changes of the realized gold price compared to the pricing at inception of the agreement.
The loss on Gold Prepay Agreement modification recognized in the three months ended September 30, 2023 was related to the amendment to the Gold Prepay Agreement whereby additional warrants were issued and fees paid.
Interest Expense
| Three months ended<br>September 30, | ||
|---|---|---|
| (in thousands of USD) | 2024 | 2023 |
| Interest accretion on Gold Prepay Agreement | 2,815 | 1,948 |
| Interest accretion on convertible loans | 2,880 | 2,401 |
| Interest accretion on convertible debentures | 1,459 | 1,348 |
| Interest accretion on silver purchase agreement | 706 | 863 |
| Amortization of finance costs | 354 | 269 |
| Interest paid | — | 16 |
| Total interest expense | 8,214 | 6,845 |
Interest expense for the three months ended September 30, 2024 was $8.2 million, an increase of $1.4 million compared to the three months ended September 30, 2023, primarily from higher interest accretion due to higher balances owing on Gold Prepay, convertible loans and convertible debentures.
Financial results for the nine months ended September 30, 2024
Revenue
Revenue for the nine months ended September 30, 2024 was $27.1 million, a decrease of 7% from $29.1 million in the comparative prior year period. During the nine months ended September 30, 2024, mineralized material sold totaled 29,041 tons and gold ounces sold totaled 7,186 ounces at an average realized gold price1 of $2,290 per ounce, compared to mineralized material sales of 22,710 tons and gold ounces sold of 11,262 at an average realized gold price1 of $1,924 per ounce during the same period of 2023, a decrease of 4,076 in gold ounces sold or 36%. The lower revenue was primarily driven by lower ounces sold at the Ruby Hill mine and Granite Creek mine, partially offset by higher average realized gold price1.
| Nine months ended<br>September 30, | |||||
|---|---|---|---|---|---|
| Spot price per ounce of gold | 2024 | 2023 | % Change | ||
| Average | 2,295 | 1,931 | 19 | % | |
| Low | 1,985 | 1,811 | 10 | % | |
| High | 2,664 | 2,049 | 30 | % | |
| Average realized | 2,290 | 1,924 | 19 | % |
Cost of sales
Cost of sales for the nine months ended September 30, 2024 was $43.6 million, which was an increase of 41% from cost of sales of $31.0 million in the comparative prior year period, largely related to inventory impairment of $12.1 million from an updated assumption used to estimate recoverable ounces mined and stockpiled at the Granite Creek mine, and higher cost per ounce due to lower production due to underground de-watering efforts at the Granite Creek mine.
Depreciation, depletion and amortization
Total depreciation, depletion, and amortization expense for the nine months ended September 30, 2024 was $1.0 million, a decrease of 82% compared to $5.6 million from the prior year period. The lower depreciation in 2024 is due to the majority of the processing equipment being fully depreciated at Ruby Hill in 2023.
1This is a Non-IFRS Measure; please see “Non-IFRS Measures” section.
Exploration and evaluation and pre-development expenses
| (in thousands of ) | 2024 | 2023 |
| Granite Creek, Nevada | 4,360 | 2,161 |
| Ruby Hill, Nevada | 550 | 14,028 |
| McCoy-Cove, Nevada | 6,147 | 11,702 |
| Buffalo Mountain, Nevada | — | 100 |
| FAD, Nevada | 238 | 2,282 |
| Other (i) | 11 | 52 |
| Total exploration and evaluation | 11,306 | 30,325 |
| Granite Creek, Nevada | 14,576 | 11,218 |
| Ruby Hill, Nevada | 555 | 995 |
| McCoy-Cove, Nevada | 2,547 | 4,025 |
| Buffalo Mountain, Nevada | 40 | 209 |
| Total pre-development | 17,718 | 16,447 |
| Total exploration and evaluation and pre-development | 29,024 | 46,772 |
All values are in US Dollars.
For the nine months ended September 30, 2024, the company incurred $29.0 million of exploration, evaluation and pre-development expenses compared to $46.8 million of expenses for nine months ended September 30, 2023. The lower exploration expense for the nine months ended September 30, 2024 was a result of the Company pausing activities at Ruby Hill during the due diligence exclusivity period for the potential joint-venture partner. The decrease of $19.0 million is primarily due to $13.5 million lower spending at Ruby Hill as described above and $5.6 million lower spending related to McCoy-Cove due to a delay in the commencing of the drilling exploration activities, offset by higher spending at the Granite Creek mine from surface drilling activities.
Other (expense) income
| (in thousands of ) | 2024 | 2023 |
| Gain on convertible loan derivatives | 8,424 | 24,056 |
| Gain on warrants | 687 | 17,532 |
| Loss on Gold Prepay derivative | (7,913) | (63) |
| (Loss) gain on Silver Purchase derivative | (6,579) | 1,274 |
| Gain on investments | — | 997 |
| (Loss) gain on sales from Gold Prepayment Agreement | (3,975) | 546 |
| Gain (loss) on foreign exchange | 673 | (32) |
| Loss on deferred consideration | (102) | (1,403) |
| Other income | 2,694 | 924 |
| Total other (expense) income | (6,091) | 43,831 |
All values are in US Dollars.
The gain and loss on the valuation of the derivatives of the Gold Prepay and Silver Purchase Agreements are driven by changes in the gold and silver forward prices during the period.
The gain and loss on the valuation of the fair value of warrants, convertible loan and convertible debenture derivatives were driven by an changes in the Company’s share price during the period.
The gain and loss for the purchase of gold in settlement of the Gold Prepayment Agreement is due to changes of the realized gold price compared to the price at inception of the agreement.
The gain and loss on the Gold Prepay and Silver Purchase Agreement modifications recognized in the nine months ended September 30, 2024 and the prior year comparative period were related to the amendments to the agreements whereby additional consideration was provided to Orion.
The gain on investments recorded in the nine months ended September 30, 2023 were related to the Company’s investment in Paycore.
Interest Expense
| (in thousands of ) | 2024 | 2023 |
| Interest accretion on convertible loans | 8,203 | 6,943 |
| Interest accretion on Gold Prepay Agreement | 8,657 | 5,914 |
| Interest accretion on silver purchase agreement | 2,409 | 2,510 |
| Interest accretion on convertible debentures | 4,262 | 3,182 |
| Amortization of finance costs | 1,025 | 699 |
| Interest paid | 451 | 37 |
| Total interest expense | 25,007 | 19,285 |
All values are in US Dollars.
Interest expense for the nine months ended September 30, 2024 was $25.0 million, an increase of $5.7 million compared to the nine months ended September 30, 2023, primarily due to higher interest accretion due to higher balances owing on the convertible loans and the Gold Prepay Agreement and a full period of interest accretion on convertible debentures of $1.1 million as compared to a partial period in 2023.
DISCUSSION OF FINANCIAL POSITION
Balance Sheet Review
Assets
Cash equivalents increased by $5.5 million from $16.3 million at December 31, 2023 to $21.8 million at September 30, 2024. Refer to the Liquidity and Capital Resources section below for further details.
Property, plant and equipment decreased from $569.4 million at December 31, 2023 to $568.9 million at September 30, 2024, the increase was mainly due to capital investment for mining equipment at the Granite Creek mine.
Restricted cash and cash equivalents decreased from $44.5 million at December 31, 2023 to $39.9 million at September 30, 2024, primarily due to $6.0 million release of collateral on the surety bonds related to closure obligations at the Lone Tree property.
Liabilities
Total liabilities decreased from $309.0 million December 31, 2023 to $308.2 million at September 30, 2024, a decrease of $0.8 million. The increase in total liabilities was primarily from increases in other liabilities of $7.7 million due to changes in the fair value of warrants and the embedded derivatives on the Gold Prepay and Silver Purchase Agreement, partially offset by decreases in accounts payable and accrued liabilities due to increased payment to vendors of $5.8 million in the current period and decrease in long term debt of $5.7 million from debt repayment.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity Outlook
| For the period ended | ||
|---|---|---|
| (in thousands of USD) | September 30, 2024 | December 31, 2023 |
| Cash and cash equivalents | 21,776 | 16,277 |
| Working capital | (11,548) | (25,352) |
As of September 30, 2024, the working capital deficit was comparable to December 31, 2023. Changes in cash and cash equivalents are discussed in the cash flow section.
The Company through its recapitalization plan discussed in the Strategic Overview continues to work toward a deferral of the scheduled deliveries under the Gold Prepay Agreement and Silver Purchase Agreement, which will provide the necessary liquidity to execute on its recapitalization and refinancing plan expected before the end of the first quarter of 2025.
The Company’s ability to continue to operate and execute its new development plan and fulfill its commitments as they come due is dependent upon its success in restructuring its current debt obligations and obtaining additional financing. While Management has been successful in raising additional funds in the past, there can be no assurance that it will be able to do so in the future. Given the Company’s working capital deficit, current operating losses and Management’s expectation of future losses until it has fully executed its new development plan, the inability of the Company to arrange appropriate financing in a timely manner could result in the carrying value of the Company’s assets being subject to material adjustment. These conditions indicate the existence of material uncertainties which cast significant doubt as to the Company’s ability to continue as a going concern.
Equity
| Outstanding share data | As of November 12, 2024 |
|---|---|
| Common Shares | 404,788,128 |
| Warrants | 48,185,249 |
| Stock Options | 10,601,184 |
| Restricted Share Units ("RSU") | 2,865,555 |
| Deferred Share Units ("DSU") | 884,087 |
Share Capital
For the three months ended September 30, 2024, the only equity activity was the ATM Program.
During the nine months ended September 30, 2024, the Company issued the following shares:
| Share issuance | Shares issued | Proceeds |
|---|---|---|
| (000s) | ($000s) | |
| Brokered placement | 69,698 | 74,644 |
| Private placement | 13,064 | 17,436 |
| ATM Program | 11,498 | 13,073 |
| Granite Creek contingent payments | 2,727 | 3,564 |
| Exercise of stock options | 944 | 2,010 |
| 97,931 | 110,727 |
•Contingent Payment - On February 9, 2024, the Company issued 1.6 million common shares to Waterton at a price of C$1.80 for total gross proceeds of $2.1 million (C$2.9 million) as partial consideration of the contingent value rights payment related to Granite Creek due upon production of the first ounce of gold (excluding ordinary testing and bulk sampling programs) following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce, as further described in Note 8 (a) of the Financial Statements
•Contingent Payment - On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$1.73 for total gross proceeds of $1.4 million (C$2.0 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 7 (a) of the Financial Statements.
•Private Placement of Common Shares - On February 20, 2024, the Company completed a non-brokered private placement of common shares. An aggregate of 13.1 million shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of $17.4 million (C$23.5 million).
•Brokered Placement - On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million Units at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately $83.5 million (C$115.0 million). Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $4.1 million was allocated to shares issued and presented as a reduction to share capital within the statement of changes in equity.
•ATM Program - For the period from August 12, 2024 to September 30, 2024, the Company issued 11.5 million common shares under the ATM Program at a weighted average share price of $1.14 per common share for total gross proceeds of $13.1 million. Transaction costs incurred of $0.4 million are presented as a reduction to share capital.
ATM Program and Filing of Prospectus Supplement
The Company obtained a receipt for a final short form base shelf prospectus on June 24, 2024 (the "Canadian Shelf Prospectus"). The Canadian Shelf Prospectus was filed with the securities regulators in each province and territory of Canada, and a corresponding U.S. base prospectus contained in its registration statement on Form F-10 (the "U.S. Base Prospectus") was filed with the SEC.
These filings allow the Company to make offerings of common shares, warrants, debt securities, subscription receipts and units (collectively, the “Securities”), or any combination thereof, from time to time over a 25-month period in both Canada and the United States. Upon filing its annual 10-K the Company's current U.S. Base Prospectus will no longer be available for future securities offerings. The Securities may be offered in amounts, at prices and on terms to be determined at the time of sale and, subject to applicable regulations, may include “at-the-market” offerings, public offerings or strategic investments. The specific terms of future offerings of Securities, if any such offerings occur, will be set forth in one or more prospectus supplement(s) to be filed with applicable securities regulators.
The ATM Program has been implemented pursuant to the terms of an equity distribution agreement dated August 12, 2024 (the "Equity Distribution Agreement"), among the Company, National Bank Financial Inc., and a syndicate of underwriters (collectively, the "Agents"). The ATM Program allows i-80, through the Agents, to, from time to time, offer and sell in Canada and the United States through the facilities of the TSX and the NYSE American stock exchange (the “NYSE American”) such number of common shares in the capital of the Company (the “Shares”) as would have an aggregate offering price of up to $50 million.
The offering of Shares under the ATM Program are made through and qualified in Canada by, a prospectus supplement dated August 12, 2024 (the “Canadian Prospectus Supplement”) to the Canadian Shelf Prospectus, each filed with the securities commissions in each of the provinces and territories of Canada, and in the United States pursuant to a prospectus supplement dated August 12, 2024 (the “U.S.
Prospectus Supplement”) to the Company's U.S. Base Prospectus filed with the SEC.
The ATM Program will be effective until the filing of the Company's annual 10-K (on or prior to March 31, 2025), unless terminated before such date by i-80 or otherwise in accordance with the Equity Distribution Agreement. Once the 10-K is filed, the Company will be required to file a new registration statement for purposes of qualifying any future prospectus issuance of securities in the United States. The timing and extent of the use of the ATM Program will be at the discretion of the Company. Accordingly, total gross proceeds from equity offerings under the ATM Program, if any, could be significantly less than $50 million. As of November 12, 2024, $29.9 million is still available to be issued under the ATM Program.
Share Purchase Warrants
Share purchase warrants outstanding as at September 30, 2024:
•In connection with the Orion financing package the Company completed during the fourth quarter of 2021, the Company issued 5.5 million common share warrants exercisable at C$3.28 per share with an exercise period of 36 months or until December 13, 2024. On September 20, 2023, in connection with the Gold Prepay Agreement the Company extended the expiry date by an additional twelve months to December 13, 2025. The initial fair value of the warrants recognized on inception was $3.5 million and at September 30, 2024 $0.5 million.
•In connection with the Paycore acquisition from 2023 the Company issued a total of 3.8 million common share warrants for Paycore warrants outstanding on the date of acquisition. The replacement warrants are comprised of 0.3 million common share warrants at an exercise price of C$2.40 per common share until February 9, 2025, and 3.3 million common share warrants at an exercise price of C$4.02 per common share until May 2, 2025. The initial fair value of the warrants recognized on inception was $2.7 million and at September 30, 2024 $0.1 million.
•In connection with the Gold Prepay Agreement entered into during the third quarter of 2023, the Company issued 3.8 million common share warrants exercisable at C$3.17 per share with an exercise period of 36 months or until September 20, 2026. The warrants include a four month hold period. The initial fair value of the warrants recognized on inception was $1.9 million and at September 30, 2024 $0.6 million.
•In connection with the Silver Purchase Extension Agreement entered into during the first quarter of 2024, the Company issued 0.5 million common share warrants exercisable at C$2.72 per share with an exercise period of 48 months or until January 24, 2028. The warrants include a four month hold period. The initial fair value of the warrants recognized on inception was $0.3 million and at September 30, 2024 was $0.2 million.
•As part of the Brokered Placement, 34.8 million warrants were issued, exercisable to acquire one common share of the Company for a period of 48 months from closing of the Offering at an exercise price of C$2.15 per share. On May 1, 2024, share purchase warrants issued in connection with the Offering commenced trading on the TSX under the symbol "IAU.WT".The 34.8 million common share warrants issued in connection with the offering were valued at $8.9 million at inception using the closing price of the warrants of C$0.35 on May 1, 2024.
Cash Flows
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands of U.S. dollars, unless otherwise noted) | 2024 | 2023 | 2024 | 2023 | ||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (43,099) | $ | (4,914) | $ | (103,803) | $ | (53,601) |
| Adjustments | 21,057 | (15,090) | 39,153 | (15,343) | ||||
| Net change in operating assets and liabilities | (1,453) | 29 | (8,627) | (3,601) | ||||
| Cash used in operating activities | $ | (23,495) | $ | (19,975) | $ | (73,277) | $ | (72,545) |
| INVESTING ACTIVITIES | ||||||||
| Capital expenditures on property, plant and equipment | (290) | (6,035) | (1,513) | (15,635) | ||||
| Disposal proceeds | — | — | 425 | — | ||||
| Net cash acquired in acquisition of Paycore Minerals Inc. | — | — | — | 10,027 | ||||
| Purchase of investments | — | — | — | (894) | ||||
| Cash used in investing activities | $ | (290) | $ | (6,035) | $ | (1,088) | $ | (6,502) |
| FINANCING ACTIVITIES | ||||||||
| Proceeds from shares issued in brokered placement | — | — | 83,500 | — | ||||
| Proceeds from shares issued in equity financing | — | 27,693 | 17,436 | 27,693 | ||||
| Proceeds from shares issued in ATM Program | 12,965 | — | 12,965 | — | ||||
| Net proceeds from Gold Prepay Agreement | — | 18,932 | — | 18,932 | ||||
| Net proceeds on Convertible Debentures | — | — | — | 61,906 | ||||
| Contingent payments | — | — | (1,436) | (11,000) | ||||
| Principal repayment on Gold Prepay Agreement | (14,101) | (3,989) | (23,818) | (12,192) | ||||
| Principal repayment on Silver Purchase Agreement | — | (28) | (8,387) | (5,690) | ||||
| Share issue costs | (397) | (1,632) | (4,878) | (1,632) | ||||
| Stock option and warrant exercises | 38 | 44 | 933 | 1,947 | ||||
| Finance fees paid | (564) | — | (1,514) | — | ||||
| Other | (35) | (149) | (199) | (340) | ||||
| Cash (used in) provided by financing activities | $ | (2,094) | $ | 40,871 | $ | 74,602 | $ | 79,624 |
| Change in cash, cash equivalents and restricted cash during the period | (25,879) | 14,861 | 237 | 577 | ||||
| Cash, cash equivalents, and restricted cash, beginning of period | 87,263 | 66,927 | 60,765 | 81,178 | ||||
| Effect of exchange rate changes on cash held | 291 | (78) | 673 | (45) | ||||
| Cash, cash equivalents and restricted cash end of period | $ | 61,675 | $ | 81,710 | $ | 61,675 | $ | 81,710 |
Cash flows for the three months ended September 30, 2024
Cash used in operating activities for the three months ended September 30, 2024, was $23.5 million compared to $20.0 million cash used in operating activities in the comparative periods of 2023. The $3.5 million increase in cash used in operating activities was primarily due to lower mine operating income partially offset by lower exploration, evaluation and pre-development expenses.
Cash used in investing activities for the three months ended September 30, 2024 was $0.3 million compared to $6.0 million in the comparative periods of 2023. Cash used in investing activities for the three months ended September 30, 2024 primarily relates to capital expenditures of $0.3 million at the Granite Creek mine. Cash used in investing activities for the three months ended September 30, 2023 was primarily related to capital investment of $6.0 million for the engineering and design work on the autoclave at Lone Tree.
Cash used in financing activities for the three months ended September 30, 2024 was $2.1 million compared to cash provided by financing activities of $40.9 million in the comparative period of 2023. Cash used in financing activities for the three months ended September 30, 2024, was primarily due to $14.1 million repayment on the Gold Prepay Agreement, partially offset by $13.0 million cash provided by proceeds from the ATM Program. Cash provided by financing activities for the three months ended September 30, 2023 was primarily driven by proceeds received of $27.7 million from the equity financing and net proceeds received of $18.9 million from the 2023 gold prepay accordion, offset by repayment on the Gold Prepay Agreement of $4.0 million.
Cash flows for the nine months ended September 30, 2024
Cash used in operating activities for the nine months ended September 30, 2024, was $73.3 million compared to $72.5 million cash used in operating activities in the comparable period of 2023. The increase of $0.7 million in cash used in operating activities for the nine months ended September 30, 2024 was primarily related to the $5.0 million change in working capital related to operations. The $4.3 million increase in cash outflows from operating activities before working capital was primarily due to lower exploration, evaluation and pre-development expenses of $16.2 million partially offset by higher mine operating loss.
Cash used in investing activities for the nine months ended September 30, 2024 was $1.1 million compared to $6.5 million for the nine months ended September 30, 2023. Cash used in investing activities for the nine months ended September 30, 2024 was primarily driven by capital expenditures of $1.5 million. Cash used in investing activities for the nine months ended September 30, 2023 was primarily driven by engineering and design work on the autoclave at Lone Tree of $12.5 million, and additional funds spent on purchasing of investments of $0.9 million, partially offset by funds received of $10.0 million from the Paycore acquisition.
Cash provided by financing activities for the nine months ended September 30, 2024 was $74.6 million compared to $79.6 million for the nine months ended September 30, 2023. Cash provided by financing activities for the nine months ended September 30, 2024 was primarily from proceeds from bought deal public offering of $83.5 million, net proceeds of $17.4 million from the equity financing, $13.0 million from proceeds from the ATM equity program, partially offset by payments on the Gold Prepay and Silver Purchase Agreement of $23.8 million and $8.4 million, respectively and share issuance costs of $4.9 million. Cash used in investing activities for the nine months ended September 30, 2023 was primarily driven by net proceeds from the convertible debenture of $61.9 million, proceeds received of $27.7 million from the equity financing and net proceeds received of $18.9 million from the 2023 gold prepay accordion, partially offset by payments on the Gold Prepay and Silver Purchase Agreement of $12.2 million and $5.7 million, respectively, and a contingent payment of $11.0 million in satisfaction of the First and Second Milestone Payments for the deferred consideration of the acquisition of Ruby Hill.
COMMITMENTS AND CONTINGENCIES
The Company has described its commitments and contingencies in to Note 20 of the Financial Statements for the three and nine months ended September 30, 2024.
Off Balance Sheet Arrangements
The Company has no off-balance sheet other than the commitments disclosed in the Financial Statements for the three and nine months ended September 30, 2024.
CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES, POLICIES AND CHANGES
Critical accounting policies and estimates used to prepare our financial statements are discussed with our audit committee as they are implemented on an annual basis. For further details on the Company’s accounting policies and estimates, refer to the Company’s 10k Note 2 for the year ended December 31, 2024.
Financial Instruments and Related Risks
The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other risks. Where material, these risks are reviewed and monitored by the Board of Directors.
The Company's earnings and cash flows are subject to movements in foreign exchange rates, interest rates, commodity prices and our share price. The Company does not enter into derivative instruments to mange its risks.The following summarizes the types of market risks to which we are exposed and the risk management instruments used to mitigate them.
Commodity price risk
Historically, gold prices have fluctuated widely and are affected by numerous external factors beyond the Company's control, including industrial and retail demand, central bank lending, sales and purchases of gold, forward sales of gold by producers and speculators, production and cost levels in major producing regions, short-term changes in supply and demand because of speculative hedging activities, confidence in the global monetary system, expectations of the future rate of inflation, the strength of the U.S. dollar (the currency in which the price of gold is generally quoted), interest rates, terrorism and war, the spread of communicable diseases and other global or regional political or economic events. Resource prices have fluctuated widely and are sometimes subject to rapid short-term changes because of speculative activities. The exact effect of these factors cannot be accurately predicted, but any one of, or any combination of, these factors may result in the Company not receiving an adequate return on invested capital and a loss of all or part of an investment in securities of the Company may result.
The Company is exposed to gold and silver metal price risk. Changes in gold price have a significant impact on earnings and cash flow. Gold and silver prices can change due to market factors such as U.S. dollar. .Decreases in market price can affect the Company's assessment of Net realizable value for inventory valuation which could lead to potential write-downs.
Credit risk
Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to
the counterparty by the Company where a legal right of offset exists and also includes the fair values of contracts with individual counterparties which are recorded in the Financial Statements.
Trade credit risk
The Company closely monitors its financial assets and does not have any significant concentration of trade credit risk. The Company sells its products exclusively to large international financial institutions and other organizations with strong credit ratings. The historical level of customer defaults is negligible and, as a result, the credit risk associated with trade receivables is considered to be negligible. The trade receivable balance outstanding was $3.4 million at June 30, 2024 ($4.2 million at December 31, 2023)
Cash
In order to manage credit and liquidity risk the Company invests only in highly rated investment grade instruments that have maturities of 90 days or less and which are liquid after 30 days or less into a known amount of cash. Limits are also established based on the type of investment, the counterparty and the credit rating. The credit risk on cash and cash equivalents is therefore negligible.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. Reference discussions on liquidity and capital resources.
Foreign exchange risk
Foreign risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Company’s functional currency. The Company's foreign exchange risk is limited as it's operations are all in the US. The Company's main currency risk is related to equity issuances that can occur in Canadian dollars. The Company monitors the exchange rate fluctuations on a continuous basis and acts accordingly.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company holds primarily fixed rate debt which reduces exposure to interest rate risk.
NON-GAAP FINANCIAL PERFORMANCE MEASURES
The Company has included certain terms or performance measures commonly used in the mining industry that are not defined under US GAAP in this document. These include: adjusted loss, adjusted loss per share, and average realized price per ounce. Non-GAAP financial performance measures do not have any standardized meaning prescribed under US GAAP, and therefore, they may not be comparable to similar measures employed by other companies. The data presented is 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 non-US GAAP measure and does not constitute a measure recognized by US GAAP and does not have a standardized meaning defined by US GAAP. It may not be comparable to information in other gold producers’ reports and filings.
“Adjusted loss” and “adjusted loss per share” are non-US GAAP measures that the Company considers to better reflect normalized earnings because it eliminates temporary or non-recurring items such as: gain (loss) on warrants, gain (loss) on convertible debentures and loans, gain (loss) on fair value measurement of gold and silver prepayment agreement, loss on Gold Prepay Agreement modification, loss on Silver Purchase Agreement modification, and inventory impairments. Adjusted loss per share is calculated using the weighted average number of shares outstanding under the basic calculation of earnings per share as determined under US GAAP.
Average realized gold price per ounce of gold sold
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||
|---|---|---|---|---|
| (in thousands of U.S. dollars, unless otherwise noted) | 2024 | 2023 | 2024 | 2023 |
| Nevada production | ||||
| Revenue per financial statements | 11,509 | 13,215 | 27,107 | 29,073 |
| Mineralized material sales revenue | (4,090) | (4,456) | (10,577) | (7,277) |
| Revenue without mineralized material sales | 7,419 | 8,758 | 16,530 | 21,796 |
| Silver revenue from mining operations | (1) | (70) | (72) | (131) |
| Gold revenue from mining operations | 7,418 | 8,688 | 16,458 | 21,665 |
| Ounces of gold sold | 3,063 | 4,585 | 7,186 | 11,262 |
| Average realized gold price ($/oz) | 2,422 | 1,895 | 2,290 | 1,924 |
| Lone Tree | ||||
| Revenue | 4,522 | 3,417 | 11,507 | 10,092 |
| Silver revenue from mining operations | (1) | — | (29) | (19) |
| Gold revenue from mining operations | 4,521 | 3,417 | 11,478 | 10,073 |
| Ounces of gold sold | 1,842 | 1,775 | 5,010 | 5,138 |
| Average realized gold price ($/oz) | 2,454 | 1,925 | 2,291 | 1,960 |
| Ruby Hill | ||||
| Revenue | 2,105 | 3,623 | 4,232 | 9,125 |
| Silver revenue from mining operations | — | (70) | (43) | (112) |
| Gold revenue from mining operations | 2,105 | 3,553 | 4,189 | 9,013 |
| Ounces of gold sold | 906 | 1,910 | 1,861 | 4,781 |
| Average realized gold price ($/oz) | 2,323 | 1,860 | 2,251 | 1,885 |
| Granite Creek | ||||
| Revenue | 4,882 | 6,175 | 11,368 | 9,856 |
| Mineralized material sales revenue | (4,090) | (4,456) | (10,577) | (7,277) |
| Gold revenue from mining operations | 792 | 1,719 | 791 | 2,579 |
| Ounces of gold sold | 315 | 900 | 315 | 1,344 |
| Average realized gold price ($/oz) | 2,514 | 1,910 | 2,511 | 1,919 |
Adjusted loss
Adjusted loss and adjusted loss per share exclude a number of temporary or one-time items detailed in the following table:
| Three months ended<br>September 30, | Nine months ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands of U.S. dollars, unless otherwise noted)(i) | 2024 | 2023 | 2024 | 2023 | ||||
| Net loss for the period | $ | (43,099) | $ | (4,914) | $ | (103,803) | $ | (53,601) |
| Adjust for: | ||||||||
| (Loss) gain on convertible loans | (721) | 13,574 | 8,424 | 24,056 | ||||
| (Loss) gain on warrants | (3,587) | 7,357 | 687 | 17,532 | ||||
| (Loss) gain on Gold Prepay derivative | (2,998) | 2,190 | (7,913) | (63) | ||||
| (Loss) gain on Silver Purchase derivative | (1,276) | 822 | (6,579) | 1,274 | ||||
| Inventory impairments | (3,331) | — | (12,095) | (8,531) | ||||
| Loss on deferred consideration | — | (447) | (102) | (1,403) | ||||
| Total adjustments | (11,913) | 23,496 | (17,578) | 32,865 | ||||
| Adjusted loss for the period | $ | (31,186) | $ | (28,410) | $ | (86,225) | $ | (86,466) |
| Weighted average shares for the period | 386,474,070 | 287,128,970 | 350,581,065 | 266,207,340 | ||||
| Adjusted loss per share for the period | $ | (0.08) | $ | (0.10) | $ | (0.25) | $ | (0.32) |
RISKS AND RISK MANAGEMENT
Readers of this MD&A are encouraged to read the “Risk Factors” as more fully described in the Company’s filings with the Canadian Securities Administrators, including its Annual Information Form for the year ended December 31, 2023, available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.. The following, while not exhaustive, are important Risk Factors to consider: Inability to Obtain Additional Financing and Reduction in Scope of Planned Business Objectives, The Company's mining operations are inherently dangerous various factors could result in an interruption of the Company's operations and impact its business and financial condition; The estimation of mineral reserves and mineral resources may be imprecise and depends upon subjective factors; Estimated mineral reserves and mineral resources may not be realized in actual production; Company's results of operations and financial position may be adversely affected by inaccurate estimates; Company's mineral resources do not have demonstrated economic viability and may never be classified as proven or probable mineral reserves; Fluctuating commodity prices may result in the Company not receiving an adequate return on invested capital and a loss of all or part of an investment in securities of the Company may result; Failure to further develop the Ruby Hill Project, the Granite Creek Project, McCoy-Cove project or the Lone Tree Project may result in a material adverse effect on the Company's business, financial condition, results of operations, cash flows and prospects; Company is not able to obtain any additional financing required to advance exploration and development; Company may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy its obligations under such indebtedness, which may not be successful; Failure to achieve capital and operational cost estimates could have an adverse impact on the Company's future cash flows and financial condition; Forecasts of future production are estimates and actual production may be less than estimated, which could have a material adverse effect on the Company's results of operations and financial condition; Inability to renegotiate the toll milling agreement; Company may continue to have negative cash flow from operating activities in future periods; Company is dependent on a small number of key employees; Failure to retain directors and senior management; reliance on third parties for important relationships and services; the Company's financial statements may not reflect what the Company's financial position, results of operations or cash flows will be in the future; A failure or breach of the Company's network systems could corrupt the Company's financial or operational data; no assurance that the Company's title to mineral projects will be secured; The Company's activities are subject to extensive governmental regulation; Public Health Risks; Interference in the maintenance or provision of the Company's infrastructure; Information technology failures or cyber security incidents; Labor difficulties; Failure to maintain or obtain permits and licenses; Company's operations are subject to extensive environmental regulation; land reclamation requirements; surety bonds risk, hazards associated with mining activities; Existing or future competition in the mining industry; fail to select appropriate acquisition targets and may not be able to integrate any acquired businesses; acquisition risks; Company's directors and officers may be subject to conflicts of interest; non compliance from ESTMA; developing and maintaining relationships with local communities; disputes with third parties and an inability to resolve these disputes favorably; Damage to the Company's image and reputation; Climate change; access to the resources and materials it needs; mineral properties or mineral projects may be subject to various land payments; The Company has significant shareholders that may be able to significantly affect the outcome of important matters; Geological, hydrological, and climatic events; Rising inflation could lead to increased costs; Securities analysts or other third parties may publish inaccurate or unfavorable research reports; Internal control over financial reporting and disclosure controls and procedures cannot provide complete assurance of error-free reporting; International conflict and other geopolitical tensions or events, such as the current Russia-Ukraine conflict, may have an adverse effect on the Company's business, financial condition and results of operations; No guarantee of positive return on investment; There is no certainty that an active trading market for the Common Shares will develop or be sustained; Common Shares may be subject to significant price and volume fluctuations; The Company may need to sell additional Common Shares to finance its operations and such future sales may dilute shareholders' equity position in the Company; Sales by existing shareholders in the public market could reduce the price of the Common Shares and impair the Company's ability to raise additional capital; The Company's dual listing may increase the volatility of the Common Shares; A decline in the price of Common Shares could impede the Company's ability to raise additional capital to finance its operations and may materially adversely affect its business plan and ability to meet obligations as they become due; The Company may become involved in, named as a party to or the subject of, various legal proceedings and third party disputes, including regulatory proceedings, tax proceedings and other legal actions or disputes relating to, among other things, personal injuries, property damage, contract disputes and their business activities; The Company has no history of earnings and has no current plans to pay dividends in the foreseeable future; Forward-looking statements are based on assumptions and the actual results of the Company may differ materially from those suggested by the forward-looking statements; As a foreign private issuer, the Company is subject to different United States securities laws and rules than a United States domestic issuer, which may limit the information publicly available to United States investors; The Company relies upon certain accommodations available to it as an "emerging growth company"; Enforcement of Civil Liabilities in the United States.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company's management, with the participation of the Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting and disclosure controls and procedures. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations.Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Following an evaluation by management, during the nine months ended September 30, 2024, there were no changes in internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.
TECHNICAL INFORMATION
Scientific and technical information contained in this MD&A has been reviewed and approved by Tim George, PE, and Tyler Hill, CPG-12146, who are the Qualified Persons, as the term is defined in NI 43-101. For more detailed information regarding the Company’s material mineral properties and technical information related thereto, including a complete list of current technical reports applicable to such properties, please refer to the Company’s Annual Information Form and other continuous disclosure documents filed by the Company on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov/edgar., and on the Company’s website at www.i80gold.com.
Mineral Resources referenced herein are not Mineral Reserves and do not have demonstrated economic viability. Mineral Resource estimates do not account for mineability, selectivity, mining loss, and dilution. The Mineral Resource estimates include Inferred Mineral Resources that are normally considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is also no certainty that these Inferred Mineral Resources will be converted to Measured and Indicated categories through further drilling, or into Mineral Reserves, once economic considerations are applied.
CAUTIONARY STATEMENT ON FORWARD LOOKING STATEMENTS
Certain information set forth in this MD&A, including but not limited to management's assessment of the Company's future plans and operations, the perceived merit of projects or deposits, and the anticipated timing of permitting, the impact and anticipated timing of the Company’s development plan and recapitalization plan, the anticipated timing of permitting, production, project development or technical studies contains forward looking statements. 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 there from. 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, ability to access sufficient capital from internal and external sources, currency fluctuations, construction and operational risks, licensing and permit requirements, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, imprecision of resource, reserve or production estimates and stock market volatility. Please see “Risks and Risk Management” in this MD&A for more information regarding risks regarding the Company. All forward-looking statements contained in this MD&A speak only as of the date of this MD&A 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.
Additional information relating to i-80 Gold can be found on i-80 Gold’s website at www.i80gold.com, SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov/edgar.