i-80 Gold Corp 8-K, filed May 15, 2026

About this 8-K

Items reported

i-80 Gold Corp. (IAUX)

8-K 2026-05-15 For: 2026-05-15

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Added on May 16, 2026

i-80 Gold Corp filed this 8-K on May 15, 2026.

the undersigned (i) is not in the United States; (ii) is not a U.S. Person; (iii) is not exercising the Warrants on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (iv) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (v) did not receive an offer to exercise the Warrants in the United States; (vi) did not execute or deliver this Exercise Form in the United States; (vii) delivery of the underlying Common Shares will not be to an address in the United States; and (viii) has, in all other respects, complied with the terms of Regulation S in connection herewith;

the undersigned (i) is a QIB Purchaser who was and is a Qualified Institutional Buyer as defined in Rule 144A under the U.S. Securities Act as well as a U.S. Accredited Investor, who first purchased Units on the date of original issuance of the Units and who, in connection with such purchase, executed a Qualified Institutional Buyer Investment Letter; (ii) is exercising the Warrants for its own account or for the account of a disclosed principal that was named in the Qualified Institutional Buyer Investment Letter; (iii) is, and such disclosed principal, if any, is a Qualified Institutional Buyer and a U.S. Accredited Investor at the time of exercise of these Warrants; and (iv) confirms the representations and warranties made by the undersigned in the Qualified Institutional Buyer Investment Letter at the time of the original purchase of the Units remain true and complete as of the date hereof;

The undersigned (a) is a Concurrent Offering Investor who was and is a U.S. Accredited Investor who purchased the Warrants pursuant to the Concurrent Offering by delivering a Subscription Agreement in connection with its purchase

Item 9.01: Financial statements and exhibits

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	IAUX	NYSE American LLC
Warrants to Purchase Common Shares	IAUX.WS	NYSE American LLC
Common Shares	IAU	The Toronto Stock Exchange
Warrants to Purchase Common Shares	IAU.WT.U	The Toronto Stock Exchange


Exhibit No.		Description

4.1		Warrant Indenture dated May 1, 2024, by and between i-80 Gold Corp. and TSX Trust Company (portions redacted pursuant to Item 601 of Regulation S-K)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


i-80 GOLD CORP.

By:		/s/ Ryan Snow
Name:		Ryan Snow
Title:		Chief Financial Officer


			Page
ARTICLE 1 INTERPRETATION				2

	1.1	Definitions		2
	1.2	Gender and Number		6
	1.3	Construction		6
	1.4	Day not a Business Day		7
	1.5	Time of the Essence		7
	1.6	Monetary References		7
	1.7	Applicable Law		7

ARTICLE 2 ISSUE OF WARRANTS				7

	2.1	Creation and Issue of Warrants		7
	2.2	Terms of Warrants		7
	2.3	Warrantholder not a Shareholder		8
	2.4	Not Registered in the United States		8
	2.5	Warrants to Rank Pari Passu		8
	2.6	Form of Warrants, Certificated Warrants		9
	2.7	Book Entry Only Warrants		9
	2.8	Legends		11
	2.9	Authentication		12
	2.10	Register of Warrants		13
	2.11	Issue in Substitution for Warrant Certificates Lost, etc		14
	2.12	Exchange of Warrant Certificates		14
	2.13	Transfer and Ownership of Warrants		15
	2.14	Cancellation of Surrendered Warrants		16

ARTICLE 3 EXERCISE OF WARRANTS				16

	3.1	Right of Exercise		16
	3.2	Warrant Exercise		16
	3.3	Prohibition on Exercise by Persons in the United States and U.S. Persons		18
	3.4	Transfer Fees and Taxes		19
	3.5	Warrant Agency		19
	3.6	Effect of Exercise of Warrants		19
	3.7	Partial Exercise of Warrants; Fractions		20
	3.8	Expiration of Warrants		20
	3.9	Accounting and Recording		20
	3.10	Securities Restrictions		21

ARTICLE 4 ADJUSTMENT OF NUMBER OF COMMON SHARES AND EXERCISE PRICE				21

	4.1	Adjustment of Number of Common Shares and Exercise Price		21
	4.2	Entitlement to Common Shares on Exercise of Warrant		25
	4.3	No Adjustment for Certain Transactions		26
	4.4	Determination by Independent Firm		26
	4.5	Proceedings Prior to any Action Requiring Adjustment		26
	4.6	Certificate of Adjustment		26
	4.7	Notice of Special Matters		26
	4.8	No Action after Notice		27
	4.9	Other Action		27
	4.10	Protection of Warrant Agent		27
	4.11	Participation by Warrantholder		27
	4.12	Regulatory Approval of Adjustments		28


			Page
ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS				28

	5.1	Optional Purchases by the Corporation		28
	5.2	General Covenants		28
	5.3	Warrant Agent’s Remuneration and Expenses		29
	5.4	Performance of Covenants by Warrant Agent		29
	5.5	Enforceability of Warrants		29

ARTICLE 6 ENFORCEMENT				30

	6.1	Suits by Warrantholders		30
	6.2	Suits by the Corporation		30
	6.3	Immunity of Shareholders, etc		30
	6.4	Waiver of Default		30

ARTICLE 7 MEETINGS OF REGISTERED WARRANTHOLDERS				31

	7.1	Right to Convene Meetings		31
	7.2	Notice		31
	7.3	Chair		31
	7.4	Quorum		31
	7.5	Power to Adjourn		32
	7.6	Show of Hands		32
	7.7	Poll and Voting		32
	7.8	Regulations		32
	7.9	Corporation and Warrant Agent May be Represented		32
	7.10	Powers Exercisable by Extraordinary Resolution		33
	7.11	Meaning of Extraordinary Resolution		34
	7.12	Powers Cumulative		34
	7.13	Minutes		34
	7.14	Instruments in Writing		35
	7.15	Binding Effect of Resolutions		35
	7.16	Evidence of Warrantholders		35
	7.17	Holdings by Corporation Disregarded		35

ARTICLE 8 SUPPLEMENTAL INDENTURES				36

	8.1	Provision for Supplemental Indentures for Certain Purposes		36
	8.2	Successor Entities		37

ARTICLE 9 CONCERNING THE WARRANT AGENT				37

	9.1	Warrant Indenture Legislation		37
	9.2	Rights and Duties of Warrant Agent		37
	9.3	Evidence, Experts and Advisers		38
	9.4	Documents, Monies, etc. Held by Warrant Agent		39
	9.5	Actions by Warrant Agent to Protect Interest		39
	9.6	Warrant Agent Not Required to Give Security		39
	9.7	Protection of Warrant Agent		39
	9.8	Replacement of Warrant Agent; Successor by Merger		41
	9.9	Conflict of Interest		41
	9.10	Acceptance of Agency		42
	9.11	Warrant Agent Not to be Appointed Receiver		42
	9.12	Warrant Agent Not Required to Give Notice of Default		42


			Page
	9.13	Anti-Money Laundering		42
	9.14	Compliance with Privacy Code		42
	9.15	Securities Exchange Commission Certification		43

ARTICLE 10 GENERAL				43

	10.1	Notice to the Corporation and Warrant Agent		43
	10.2	Notice to Warrantholders		44
	10.3	Ownership of Warrants		45
	10.4	Counterparts		45
	10.5	Satisfaction and Discharge of Indenture		45
	10.6	Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders		46
	10.7	Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided		46
	10.8	Severability		46
	10.9	Force Majeure		46
	10.10	Assignment, Successors and Assigns		47
	10.11	Rights of Rescission and Withdrawal for Holders		47

SCHEDULE “A” FORM OF WARRANT				A-1

SCHEDULE “B” EXERCISE FORM				B-1

SCHEDULE “C” FORM OF DECLARATION FOR REMOVAL OF LEGEND				C-1

SCHEDULE “D” FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF WARRANTS				D-1


i-80 GOLD CORP.

By:		/s/ Ewan Downie
		Name: Ewan Downie
		Title: Chief Executive Officer

TSX TRUST COMPANY

By:
		Name:
		Title:

By:
		Name:
		Title:


TSX TRUST COMPANY

By:		/s/ Nirosan Virayakamoorthy
		Name: Nirosan Virayakamoorthy
		Title: Corporate Trust Officer

By:		/s/ Donald Crawford
		Name: Donald Crawford
		Title: Senior Manager, Corporate Trust


Warrant		Certificate for
Certificate No.		Warrants, each entitling the holder to acquire one Common Share (subject to adjustment as provided for in the Warrant Indenture (as defined below))

		CUSIP 44955L148

		ISIN 44955L1489


SPACE FOR GUARANTEES OF SIGNATURES (BELOW)	) )
	)
	)	Signature of Transferor
	)
	)
	)
Guarantor’s Signature/Stamp	)	Name of Transferor
	)


☐ Gift		☐ Estate		☐ Private Sale		☐ Other (or no change in ownership)


TO:		i-80 GOLD CORP.

AND TO:		TSX Trust Company
		100 Adelaide St W #301, Toronto, ON M5H 4H1
		Attn: Corporate Actions


Name(s) in Full and Social Insurance Number(s) (if applicable)	Address(es)	Number of Common Shares


	)
	)
Witness	)	(Signature of Warrantholder, to be the same as
	)	appears on the face of this Warrant Certificate)
	)	Signature of Transferor
	)
	)
	)	Name of registered Warrantholder
	)