As filed with the Securities and Exchange Commission on

As filed with the Securities and Exchange Commission on May 13, 2025

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

i-80 GOLD CORP.

(Exact name of registrant as specified in its charter)

British Columbia Not Applicable

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

5190 Neil Road, Suite 460

Reno, Nevada

United States, 89502

(775) 525-6450

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

Corporation Service Company

19 West 44th Street, Suite 200

New York, NY 10036

(800) 927-9801

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Kimberley R. Anderson

Dorsey & Whitney LLP

701 5th Avenue, Suite 6100

Seattle, Washington 98104

(206) 903-8800

Ryan Snow

5190 Neil Road

Suite 460

Reno, NV 89502

(775) 525-6451

From time to time after the effective date of this Registration Statement

(Approximate date of commencement of proposed sale to the public)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the

following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities

Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box

and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-286531

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon

filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities

or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or

an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth

company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☐

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement is being filed by i-80 Gold Corp. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”)

pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the Registration Statement on Form S-3 (File

No. 333-286531) (the “Prior Registration Statement”), declared effective on May 7, 2025 by the Commission.

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate amount of securities offered by the Registrant by a

proposed additional aggregate offering price of $50,000,000. The additional amount being registered does not exceed 20% of the proposed maximum

aggregate offering price of securities remaining available for issuance under the Prior Registration Statement. The Registrant hereby incorporates by

reference into this Registration Statement on Form S-3 in its entirety the Prior Registration Statement, including each of the documents filed by the

Registrant with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. The required opinion and

consents are listed on the Exhibit Index included herein, and are filed with this Registration Statement.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules

Exhibit

Number Description of Document

5.1 Opinion and Consent of Dorsey & Whitney LLP

5.2 Opinion and Consent of Bennett Jones LLP

23.1 Qualified Person Consent Practical Mining LLC for report titled “S-K1300 Technical Report Summary, Initial Assessment for the Cove

Project, Lander County, Nevada” effective December 31, 2024, dated March 26, 2025

23.2 Qualified Person Consent T.R. Raponi Consulting Ltd. for report titled “S-K1300 Technical Report Summary, Initial Assessment for the

Cove Project, Lander County, Nevada” effective December 31, 2024, dated March 26, 2025

23.3 Qualified Person Consent Global Resources Engineering for report titled “S-K 1300 Technical Report Summary, Initial Assessment for the

Granite Creek Mine, Humboldt County, Nevada” effective December 31, 2024, dated March 27, 2025

23.4 Qualified Person Consent Practical Mining LLC for report titled “S-K 1300 Technical Report Summary, Initial Assessment for the Granite

Creek Mine, Humboldt County, Nevada” effective December 31, 2024, dated March 27, 2025

23.5 Qualified Person Consent T.R. Raponi Consulting Ltd. for report titled “S-K 1300 Technical Report Summary, Initial Assessment for the

Granite Creek Mine, Humboldt County, Nevada” effective December 31, 2024, dated March 27, 2025

23.6 Qualified Person Consent GeoGlobal LLC for report titled “S-K 1300 Technical Report Summary, Initial Assessment for the Lone Tree

Deposit, Nevada” effective December 31, 2024, dated February 24, 2025

23.7 Qualified Person Consent Forte Dynamics, Inc. for report titled “S-K 1300 Technical Report Summary, Initial Assessment for the Ruby Hill

Complex, Eureka County, Nevada” effective December 31, 2024, dated March 27, 2025

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23.8 Qualified Person Consent Practical Mining LLC for report titled “S-K 1300 Technical Report Summary, Initial Assessment for the Ruby Hill

Complex, Eureka County, Nevada” effective December 31, 2024, dated March 27, 2025

23.9 Qualified Person Consent T.R. Raponi Consulting Ltd. for report titled “S-K 1300 Technical Report Summary, Initial Assessment for the Ruby

Hill Complex, Eureka County, Nevada” effective December 31, 2024, dated March 27, 2025

23.10 Qualified Person Consent Montgomery & Associates for report titled “S-K1300 Technical Report Summary, Initial Assessment for the Cove

Project, Lander County, Nevada” effective December 31, 2024, dated March 26, 2025

23.11 Qualified Person Consent Paul Gates, PE for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Lone Tree Deposit,

Nevada” effective December 31, 2024, dated February 24, 2025

23.12 Qualified Person Consent Brian Arthur, RM-SME for report titled “S-K 1300 Initial Assessment & Technical Report Summary, Lone Tree

Deposit, Nevada” effective December 31, 2024, dated February 24, 2025

23.13 Consent of Tim George, P.E.

23.14 Consent of Grant Thornton LLP

107 Calculation of Filing Fee Table

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it

meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,

thereunto duly authorized in the City of Reno, Nevada, on this 13th day of May, 2025.

i-80 GOLD CORP.

By: /s/ Ryan Snow

Name: Ryan Snow

Title: Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the

capacities indicated below on the dates indicated.

Signature Title Date

/s/ Richard Young Chief Executive Officer & Director May 13, 2025

Richard Young (Principal Executive Officer)

/s/ Ryan Snow Chief Financial Officer (Principal Financial May 13, 2025

Ryan Snow Officer and Principal Accounting Officer)

/s/ Ron Clayton Chairman of the Board of Directors May 13, 2025

Ron Clayton

/s/ Eva Bellissimo Director May 13, 2025

Eva Bellissimo

/s/ John Seaman Director May 13, 2025

John Seaman

/s/ John Begeman Director and Authorized U.S. Representative May 13, 2025

John Begeman

/s/ Arthur Einav Director May 13, 2025

Arthur Einav

/s/ Christina McCarthy Director May 13, 2025

Christina McCarthy

/s/ Cassandra Joseph Director May 13, 2025

Cassandra Joseph

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