IAUX 8-K
i-80 Gold Corp. (IAUX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange | ||
| IAU | 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).
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 5.07 Submission of Matters to a Vote of Security Holders
On June 17, 2025, the Company held its annual and special meeting (the “Meeting”) of the shareholders of the Company at the offices of Bennett Jones LLP at One First Canadian Place, 100 King St. West, Suite 3400, Toronto, Ontario, M5X 1A4. At the Meeting, the shareholders approved each of the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on May 2, 2025:
Proposal 1:
The Company’s shareholders approved the setting of the number of directors of the Company at seven. The results of the vote were as follows:
Vote Type |
Number of Votes | |
For |
232,309,629 | |
Against |
2,387,505 | |
Abstain |
741,186 | |
Broker Non-Votes |
1 |
Proposal 2:
Each of the nominees set forth in the Company’s Definitive Proxy Statement were elected as directors to serve until the next annual meeting of shareholders, or until their respective successors are elected or appointed. The following table sets forth the vote of the shareholders at the Meeting with respect to the election of directors:
Director |
Vote Type |
Number of Votes | ||
| Ron Clayton | For | 166,403,289 | ||
| Withheld | 9,435,085 | |||
| Broker Non-Votes | 59,599,947 | |||
| Richard Young | For | 169,960,265 | ||
| Withheld | 5,878,110 | |||
| Broker Non-Votes | 59,599,946 | |||
| John Begeman | For | 148,867,932 | ||
| Withheld | 26,970,442 | |||
| Broker Non-Votes | 59,599,947 | |||
| John Seaman | For | 138,514,480 | ||
| Withheld | 37,323,893 | |||
| Broker Non-Votes | 59,599,948 | |||
| Eva Bellissimo | For | 143,483,907 | ||
| Withheld | 32,354,466 | |||
| Broker Non-Votes | 59,599,948 | |||
| Arthur Einav | For | 147,774,404 | ||
| Withheld | 28,063,970 | |||
| Broker Non-Votes | 59,599,947 | |||
| Cassandra Joseph | For | 162,123,576 | ||
| Withheld | 13,714,797 | |||
| Broker Non-Votes | 59,599,948 | |||
Proposal 3:
The Company’s shareholders approved the appointment of Grant Thornton LLP (USA) as auditors of the Company to hold office until the close of the next annual meeting of shareholders of the Company. The results of the vote were as follows:
Vote Type |
Number of Votes | |
For |
233,816,644 | |
Withheld |
1,621,674 | |
Broker Non-Votes |
3 |
Proposal 4:
The Company’s shareholders approved an ordinary resolution, the full text which is set forth in the Company’s Definitive Proxy Statement, approving the Company’s Advance Notice Policy. The results of the vote were as follows:
Vote Type |
Number of Votes | |
For |
149,954,512 | |
Against |
22,492,775 | |
Abstain |
3,391,087 | |
Broker Non-Votes |
59,599,947 |
Item 9.01 Financial Statements and Exhibits
On June 17, 2025, the Company issued a press release announcing the voting results from the Meeting. The press release is attached hereto as Exhibit 99.1.
The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1922, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release dated June 17, 2025, issued by i-80 Gold corp. relating to voting results from its annual and special meeting. | |
| 104 | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
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.
Dated: June 24, 2025 |
i-80 GOLD CORP. | |||||
| By: | /s/ Ryan Snow | |||||
| Ryan Snow | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
i-80 Gold Announces Voting Results From its 2025 Meeting of Shareholders
RENO, NEVADA, June 17, 2025 – i-80 GOLD CORP. (TSX:IAU) (NYSE:IAUX) (“i-80” or the “Company”) is pleased to announce the results of its 2025 annual and special meeting of shareholders (the “Meeting”) held on June 17, 2025. A total of 235,438,321 common shares, representing approximately 53.1% of the Company’s outstanding common shares as at the April 23, 2025 record date, were voted by proxy at the Meeting. A summary of the results are as follows:
| 1. | Number for Directors |
At the Meeting, shareholders approved setting the number of directors of the Company at seven.
| 2. | Election of Directors |
All director nominees listed in the Company’s management information circular dated April 29, 2025 were elected as directors of the Company on a vote held by ballot.
| Director
|
Vote Type
|
Number of Votes
|
Percentage of Votes (%)
| |||
| Ron Clayton |
For |
166,403,289 |
94.6% | |||
|
Withheld |
9,435,085 |
5.4 % | ||||
| Richard Young |
For |
169,960,265 |
96.7% | |||
|
Withheld |
5,878,110 |
3.3% | ||||
| Eva Bellissimo |
For |
143,483,907 |
81.6% | |||
|
Withheld |
32,354,466 |
18.4% | ||||
| John Begeman |
For |
148,867,932 |
84.7% | |||
|
Withheld |
26,970,442 |
15.3% | ||||
| John Seaman |
For |
138,514,480 |
78.8% | |||
|
Withheld |
37,323,893 |
21.2% | ||||
| Arthur Einav |
For |
147,774,404 |
84.0% | |||
|
Withheld |
28,063,970 |
16.0% | ||||
| Cassandra Joseph |
For |
162,123,576 |
92.2% | |||
| Withheld | 13,714,797 | 7.8% |
| 3. | Appointment of Auditor |
Shareholders approved the reappointment of Grant Thornton LLP (USA), Chartered Professional Accountants as the Company’s auditors and authorized the directors of the Company to fix their remuneration.
| 4. | Advance Notice Policy |
Shareholders approved the Company’s Advance Notice Policy outlining the procedures and requirements for nominating individual directors to the board of the Company.
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The voting results with respect to all matters voted upon at the Meeting will be filed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
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 exploration projects advancing towards feasibility and one operating project ramping-up toward steady state, all 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 – Vice President, Corporate Development & Strategy
Caterina De Rosa – Director, Investor Relations
1.866.525.6450
www.i80gold.com
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