Filed Pursuant to Rule 424(b)(5) Registration Statements No. 333-286531 and No. 333-287243 PROSPECTUS SUPPLEMENT
Filed Pursuant to Rule 424(b)(5)
Registration Statements No. 333-286531 and No. 333-287243
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 7, 2025)
i-80 Gold Corp.
3,453,237 Common Shares
This prospectus supplement (this “Prospectus Supplement”) of i-80 Gold Corp. (“i-80” or the “Company”), together with the accompanying base
shelf prospectus filed April 14, 2025 and amended on May 1, 2025 (File No. 333-286531) and Form S-3MEF (File No. 333-287243) (the “Shelf
Prospectus”), qualifies the distribution of an aggregate of 3,453,237 common shares of the Company (the “Common Shares”) at a price of US$1.39
per Common Share (the “Offering Price”) as consideration for the termination of the Amended and Restated Offtake Agreement dated August 23, 2023
(the “2023 Offtake Agreement”) among: (i) Goldcorp Dee LLC, as seller; (ii) the Company Premier Gold Mines USA, Inc., Premier Gold Mines
Nevada Inc., Au-Reka Gold LLC, Osgood Mining Company, LLC and Ruby Hill Mining Company, LLC (collectively, the “Guarantors”), as
guarantors; and (iii) TRR Offtakes LLC (“TRR”), as purchaser and purchasers’ agent (the “Offering”) and the satisfaction of all amounts owing
thereunder. On September 26, 2025, TRR assigned all of its right, title and interest in the 2023 Offtake Agreement to V ox Royalty Cayman SEZC (“Vox
Cayman”), a subsidiary of the Seller (defined below) pursuant to Section 13.1 of the 2023 Offtake Agreement.
The Common Shares are being offered directly to V ox Royalty Corp. (the “Seller”), without a placement agent or underwriter. As a result, the Company
is not paying underwriting discounts or commissions in connection with this Offering. Because the Common Shares are being offered to terminate the
Transaction, the Company will not receive any proceeds from the issuance of Common Shares.
The Commons Shares are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the trading symbol “IAU” and the NYSE
American stock exchange (the “NYSE American”) under the trading symbol “IAUX”. On June 25, 2026, the last trading day prior to the date of this
Prospectus Supplement, the closing price of the Common Shares on the TSX and the NYSE American was C$1.96 and US$1.39 per Common Share,
respectively.
We are an “emerging growth company” as defined under U.S. federal securities laws, and, as such, have elected to comply with certain reduced public
company reporting requirements for this Prospectus Supplement and the accompanying Shelf Prospectus, and the documents incorporated by reference
herein and therein, and may elect to comply with reduced public company reporting requirements in future filings.
Investing in the securities offered hereby involves a high degree of risk. You should carefully consider the risks and
uncertainties described under the heading “Risk Factors” on page S-10 of this Prospectus Supplement and in the
accompanying Shelf Prospectus, as well as those contained in the documents that are incorporated by reference herein
and therein. You should carefully read this entire Prospectus Supplement and the accompanying Shelf Prospectus,
including any information incorporated by reference, before deciding whether to purchase the securities offered hereby.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Prospectus Supplement dated June 25, 2026
TABLE OF CONTENTS OF THE PROSPECTUS SUPPLEMENT
IMPORTANT NOTICE ABOUT THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT S-1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION S-1
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING THE USE OF MINERAL RESERVE AND MINERAL
RESOURCE ESTIMATES S-6
RISK FACTORS S-10
SCIENTIFIC AND TECHNICAL INFORMATION S-11
CAUTIONARY NOTE REGARDING NON-GAAP FINANCIAL MEASURES S-11
MARKET AND INDUSTRY DATA S-12
DOCUMENTS INCORPORATED BY REFERENCE S-12
WHERE YOU CAN FIND MORE INFORMATION S-14
FINANCIAL INFORMATION AND CURRENCY S-15
THE COMPANY S-15
THE BUSINESS OF THE COMPANY S-16
USE OF PROCEEDS S-16
PLAN OF DISTRIBUTION S-16
CERTAIN CANADIAN AND UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS S-16
LEGAL MATTERS S-16
AUDITOR, TRANSFER AGENT AND REGISTRAR S-17
INTERESTS OF EXPERTS S-17
ENFORCEABILITY OF CIVIL LIABILITIES S-17
TABLE OF CONTENTS OF THE PROSPECTUS
ABOUT THIS PROSPECTUS 1
RISK FACTORS 2
NOTE REGARDING MINERAL RESOURCES 8
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 9
EXCHANGE RATE INFORMATION 9
THE COMPANY 10
USE OF PROCEEDS 11
DIVIDEND POLICY 11
DESCRIPTION OF SHARE CAPITAL 12
DESCRIPTION OF WARRANTS 12
DESCRIPTION OF DEBT SECURITIES 13
DESCRIPTION OF SUBSCRIPTION RECEIPTS 15
DESCRIPTION OF UNITS 16
PLAN OF DISTRIBUTION 17
CERTAIN CANADIAN AND U.S. FEDERAL INCOME TAX CONSIDERATIONS 17
LEGAL MATTERS 18
TRANSFER AGENT AND REGISTRAR 18
EXPERTS 18
INTEREST OF EXPERTS 18
DOCUMENTS INCORPORATED BY REFERENCE 18
WHERE YOU CAN FIND ADDITIONAL INFORMATION 20
ENFORCEABILITY OF CIVIL LIABILITIES 20
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IMPORTANT NOTICE ABOUT THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this Prospectus Supplement, which describes the specific terms of the Offering and adds to and updates
information contained in the accompanying Shelf Prospectus and the documents incorporated by reference into this Prospectus Supplement and the
accompanying Shelf Prospectus. The second part, the accompanying Shelf Prospectus, gives more general information, some of which may not apply to
the Offering. This Prospectus Supplement is deemed to be incorporated by reference into the accompanying Shelf Prospectus solely for the purposes of
this Offering. This Prospectus Supplement should be read in conjunction with and may not be delivered or utilized without the accompanying Shelf
Prospectus.
The Company has not authorized anyone to provide readers with information different from that contained in this Prospectus Supplement and the
accompanying Shelf Prospectus (or incorporated by reference herein or therein). The Company takes no responsibility for, and can provide no assurance
as to, the reliability of any other information that others may give readers of this Prospectus Supplement and the accompanying Shelf Prospectus. If the
description of the securities offered hereby or any other information varies between this Prospectus Supplement and the accompanying Shelf Prospectus
(including the documents incorporated by reference herein and therein), you should rely on the information in this Prospectus Supplement. The
Company is not making an offer to sell or soliciting an offer to buy the securities offered hereby in any jurisdiction where the offer or sale of such
securities is not permitted.
Readers should not assume that the information contained or incorporated by reference in this Prospectus Supplement and the accompanying Shelf
Prospectus is accurate as of any date other than the date of this Prospectus Supplement and the accompanying Shelf Prospectus, respectively, or the
respective dates of the documents incorporated by reference herein or therein, unless otherwise noted herein or as required by law. It should be assumed
that the information appearing in this Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated by reference herein
and therein is accurate only as of the respective date of each such document. The business, financial condition, results of operations and prospects of the
Company may have changed since those dates. Information in this Prospectus Supplement updates and modifies the information in the accompanying
Shelf Prospectus and the information incorporated by reference herein and therein.
This Prospectus Supplement shall not be used by anyone for any purpose other than in connection with the Offering. The Company does not undertake
to update the information contained or incorporated by reference herein or in the accompanying Shelf Prospectus, except as required by applicable
securities laws.
Information contained on, or otherwise accessed through, the Company’s website shall not be deemed to be a part of this Prospectus Supplement or the
accompanying Shelf Prospectus and such information is not incorporated by reference herein or therein.
Unless otherwise noted or the context otherwise indicates, “i-80” and the “Company” refer to i-80 Gold Corp. together with its subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated by reference herein and therein, contain or incorporate
by reference “forward-looking information” and “forward-looking statements”, as defined in applicable securities laws (collectively referred to herein
as “forward-looking statements”) with respect to the Company. These statements relate to future events or the Company’s future performance. 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 “guidance”, “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”,
“predicts”,
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“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. All forward-looking statements contained in this Prospectus Supplement,
the accompanying Shelf Prospectus and the documents incorporated by reference herein and therein speak only as of the date of this Prospectus
Supplement, accompanying Shelf Prospectus or such other document, as applicable, or as of the date or dates specified in such statements.
Forward-looking statements contained or incorporated by reference into this Prospectus Supplement include, but are not limited to, statements with
respect to:
• the Offering, including the expected closing date and the ability to obtain all requisite regulatory approvals, including the approval of the
TSX and NYSE American;
• future objectives of the Company and strategies to achieve those objectives;
• future financial or operating performance of the Company;
• targeted milestones for the Company’s mineral properties and projects, including production estimates and production guidanc e;
• expectations, strategies and plans for the Company’s mineral properties and projects, including with respect to mineral reser ve and mineral
resource estimates and the quantity and quality thereof, expected mine life, development schedule, production, capital and operating cost
estimates, availability of capital for development and overall financial analyses;
• supply and demand for gold and silver;
• estimation and realization of mineral resources;
• timing of exploration and development projects;
• costs, timing and location of future drilling;
• results of future exploration and drilling and estimated completion dates for certain milestones;
• the ability of the Company to obtain and maintain all government approvals, permits and third party consents in connection wi th the
Company’s activities;
• government regulation of mining operations;
• evolution and economic performance of development projects;
• timing of geological and/or technical reports;
• future strategic plans, including the Company’s recapitalization plan;
• operating and exploration budgets and targets;
• continuity of a favorable gold market;
• contractual commitments;
• environmental and reclamation expenses;
• continuous availability of required manpower;
• continuous access to capital markets; and
• any other statement that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, perf ormance or
achievements.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or
achievements of the Company to be materially different from any future
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results, performance or achievements expressed or implied by the forward- looking statements. Such factors include, among others:
• risks normally incidental to the nature of mineral exploration, development and mining;
• exploration programs not resulting in profitable commercial mining operations;
• general business, social, economic, political, regulatory and competitive uncertainties;
• the actual results of current mining operations and development activities;
• operating and/or project delays or interruptions;
• capital requirements, including increases in operating and capital costs;
• debt and liquidity risks and the ability to comply with all covenants and obligations (including financial ratios and tests) pursuant to
various credit facilities, loan agreements, metals purchase and sale agreements and prepayment arrangements;
• the uncertainty of mineral resource estimates;
• mineral resources not having demonstrated economic viability;
• whether or not i-80 is determined to have “passive foreign investment company” (“ PFIC”) status as defined in Section 1297 of the Code;
• the Company’s ability to comply with the United States Securities and Exchange Commission (“ SEC”) domestic company rules and
satisfy its reporting obligations with the SEC within the prescribed periods;
• risks associated with the construction and start-up of new mines;
• fluctuating commodity prices;
• failure to develop the Company’s mineral projects;
• failure to operate independently;
• risks associated with inaccurate capital and operational costs estimates;
• risks related to future production estimates and guidance, if any;
• dependence on key personnel, including key employees, directors and senior management;
• reliance on third parties;
• financial statements may not reflect the Company’s financial position, results of operations or cash flows in the future;
• risks related to the failure or breach of network systems or other digital technologies;
• there being no assurance of title to mineral projects;
• the Company’s activities being subject to extensive governmental regulation;
• risks related to health epidemics and outbreak of communicable diseases;
• maintenance or provision of infrastructure;
• tax matters;
• information technology;
• risks associated with obtaining or complying with all required permits and licenses;
• environmental regulations and potential liabilities;
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• ability to arrange for, or continue to obtain, satisfactory surety bonds in favor of government agencies, as financial suppor t for
environmental reclamation and exploration permitting at its properties;
• reclamation requirements;
• insurance and uninsured risks;
• competition from other mining businesses;
• the Company’s failure to select appropriate acquisition targets;
• undisclosed risks and liabilities relating to the acquisition of the Granite Creek Project (as defined herein);
• not realizing the anticipated benefits of the acquisition of the Granite Creek Project;
• undisclosed risks and liabilities relating to the acquisition of the Ruby Hill Project (as defined herein);
• not realizing the anticipated benefits of the acquisition of the Ruby Hill Project;
• undisclosed risks and liabilities relating to the acquisition of the Lone Tree Project (as defined herein);
• not realizing the anticipated benefits of the acquisition of the Lone Tree Project;
• conflicts of interest;
• non-compliance with the Extractive Sector Transparency Measures Act (Canada);
• disputes with third parties;
• reputational risks;
• reliance on transition services;
• weather and climate change risks;
• ability to access resources and materials, including water rights;
• land payments relating to mineral properties and projects;
• risks associated with having significant shareholders and contractual obligations with respect thereto;
• international conflict;
• the Company’s ability to produce accurate and timely financial statements;
• volatility of the trading price of the Common Shares;
• dilution and future sales of the Common Shares;
• decline in price of the Common Shares;
• the Company’s lack of history of earnings;
• failure of plant, equipment or processes to operate as anticipated;
• rising inflation;
• the publication of unfavorable research reports by third parties;
• the Company’s failure to comply with laws and regulations or other regulatory requirements; and
• the accuracy of forward-looking statements and forecast financial information, as well as those additional risk factors liste d in the “Risk
Factors” section of this Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated by reference herein
and therein.
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Although the Company has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or
achievements to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events, conditions,
results, performance or achievements to differ from what is anticipated, estimated or intended. Those factors are described or referred to under the
heading “Risk Factors” in this Prospectus Supplement, the accompanying Shelf Prospectus and in the Annual Report on Form 10-K (as defined herein)
and elsewhere in this Prospectus Supplement and the documents incorporated by reference herein and therein. Additional risks and uncertainties not
presently known to the Company or that the Company currently deems immaterial may also impair the Company’s business operations.
Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect forward-looking statements. Actual results and
developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this
Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated by reference herein and therein. Such statements are based
on a number of assumptions, which may prove to be incorrect, including, but not limited to, assumptions about the following:
• the ability to complete the Offering on the terms and conditions stated herein and in line with timing expectations and to ob tain all
necessary regulatory approvals including those of the TSX and NYSE American;
• favorable equity and debt capital markets;
• the supply and demand for, and the level and volatility of, future gold and silver prices;
• the ability to maintain anticipated production levels and in line with the Company’s production guidance and outlook;
• operating and capital costs;
• the Company’s ability to raise any necessary additional capital on reasonable terms to advance the development of its project s and pursue
planned exploration;
• the Company’s ability to comply with all covenants and obligations under its various debt and debt-like instruments and arra ngements;
• the economy and the mining industry in general;
• the accuracy of the Company’s mineral reserve and mineral resource estimates and the geological and metallurgical assumptions
(including with respect to size, grade and recoverability of mineral reserves and mineral resources) and operational and price assumptions
on which the mineral reserve and resource estimates are based;
• permitting, development and operations are consistent with the Company’s expectations;
• no unforeseen changes in the legislative and operating framework for the Company occur;
• the accuracy of budgeted exploration and development costs and expenditures;
• foreign exchange rates;
• plant and equipment work as anticipated;
• no unusual geological or technical problems occur;
• the receipt of any necessary regulatory approvals;
• the Company’s ability to attract and retain skilled staff;
• prices and availability of equipment;
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• the ability of contracted parties to provide goods and/or services on a timely basis or at all; and
• no significant events occur outside of the Company’s normal course business.
All forward-looking statements contained in this Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated by
reference herein and therein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking
statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new
information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no
inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.
Investors should read this entire Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated by reference herein and
therein and consult their own professional advisors to ascertain and assess the income tax and legal risks and other aspects of their investment in the
securities offered hereby.
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING THE USE OF MINERAL RESERVE AND MINERAL
RESOURCE ESTIMATES
The Company is subject to the mining disclosure requirements of (i) National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI
43-101”), which references the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition
Standards on Mineral Resources and Mineral Reserves (“CIM Standards”), adopted by the CIM Council, as amended, and (ii) the SEC’s mineral
property disclosure requirements contained in Subpart 1300 of Regulation S-K (“S-K 1300”). For the year ended December 31, 2025, the Company
filed its Annual Report on Form 10-K and reported in accordance with S-K 1300, which differs in some respects from the requirements of NI 43-101
and the CIM Standards.
NI 43-101 is a rule developed by the Canadian Securities Administrators, which established standards for all public disclosure an issuer makes of
scientific and technical information concerning mineral projects. The terms “mineral resource”, “measured mineral resource”, “indicated mineral
resource” and “inferred mineral resource” are defined in accordance with NI 43-101 and the CIM Standards. Investors are cautioned not to assume that
all or any part of mineral deposits in these categories will ever be converted into a higher category of mineral resources or mineral reserves. “Inferred
mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Under
Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre–feasibility studies, except in very limited
circumstances.
S-K 1300 is a rule developed by the SEC, which established standards for all public disclosure an issuer makes of scientific and technical information
concerning mineral projects. The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource”
are defined in accordance with S-K 1300. Investors are cautioned not to assume that all or any part of mineral deposits in these categories will ever be
converted into a higher category of mineral resources or mineral reserves. The level of geological uncertainty associated with an inferred mineral
resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for
evaluation of economic viability. Under S-K1300, an inferred mineral resource may not be considered when assessing the economic viability of a
mining project, and may not be converted to a mineral reserve.
While S-K 1300 uses the same terminology for mineral reserves and mineral resources as NI 43-101, the definitions, while similar, are not identical to
NI 43-101. Accordingly, information included or incorporated by reference in this Prospectus Supplement and accompanying Shelf Prospectus
concerning mineral reserves and mineral resources reported by the Company in accordance with NI 43-101 may not be comparable to similar
information prepared in accordance with S-K 1300.
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