i-80 Gold Closes Previously Announced US$11 Million Private Placement
i-80 Gold Closes Previously Announced US$11 Million
Private Placement
RENO, Nev.
,
May 26, 2025
/CNW/ -
i-80 GOLD CORP.
(TSX: IAU) (NYSE: IAUX)
("i-80" or the "Company")
is pleased to
announce that it has closed the previously announced concurrent private placement (the "Concurrent Private Placement") of
22,240,000 units (the "Units") at a price of
US$0.50
per Unit for gross proceeds of US$11,120,000.
Consistent with the terms of the Company's bought deal public offering (the "Offering") which closed on
May 16, 2025
, each Unit is
comprised of one common share (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant,
a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of
US$0.70
until
November 16,
2027
. Units were sold to certain directors, officers, and other current individual shareholders of the Company and will be subject to
a hold period of six months under applicable U.S. securities laws, as amended, and a hold period of four months plus one day
under applicable Canadian securities laws, from the closing date of the Concurrent Private Placement.
The Offering and the Concurrent Private Placement generated aggregate gross proceeds of
US$184,000,000
which are intended
to be used on growth expenditures in support of i-80's new development plan in
Nevada
and for general working capital and
corporate purposes, as more particularly described in the respective U.S. and Canadian prospectus supplements in connection
with the Offering.
Certain directors and officers of the Company named below (collectively, the "Insiders") purchased an aggregate of 1,825,000
Units pursuant to the Concurrent Private Placement (the "Insider Participation"). Each subscription by an Insider in the Concurrent
Private Placement is considered a "related party transaction" pursuant to Multilateral Instrument 61-101 –
Protection of Minority
Security Holders in Special Transactions
("MI 61-101"). The Company was exempt from the requirements to obtain a formal
valuation or minority shareholder approval in connection with the Insider Participation pursuant to sections 5.5(a) and 5.7(1)(a) of
MI 61-101, respectively, as neither the fair market value of any securities issued to, nor the consideration paid by, the Insiders
exceeded 25% of i-80's market capitalization. The Company did not file a material change report relating to the Insider
Participation more than 21 days before the expected closing date of the Concurrent Private Placement as the details of the Insider
Participation was not settled at such time.
Insider
Insider Relationship
Units Purchased (#)
Amount (US$)
Richard Young
Director and Senior Officer of i-80
1,295,000
US$647,500
Ron Clayton
Director of i-80
200,000
US$100,000
Paul Chawrun
Senior Officer of i-80
140,000
US$70,000
John Begeman
Director of i-80
50,000
US$25,000
Ryan Snow
Senior Officer of i-80
50,000
US$25,000
Tim George
Senior Officer of i-80
50,000
US$25,000
David Savarie
Senior Officer of i-80
20,000
US$10,000
Leily Omoumi
Senior Officer of i-80
20,000
US$10,000
The securities issued under the Concurrent Private Placement have not been registered under the U.S. Securities Act, or any state
or other applicable jurisdiction's securities laws, and may not be offered or sold in
the United States
absent registration or an
applicable exemption from the registration requirements of the U.S. Securities Act and applicable state or other jurisdictions'
securities laws.
The participation of directors and officers in the Concurrent Private Placement reflects continued confidence in the Company's
strategic direction and growth potential.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
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
.
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this release constitute "forward-looking statements" or "forward-looking information" within the meaning of
applicable securities laws, including but not limited to statements pertaining to the intended use of proceeds from the Offering and
the Concurrent Private Placement, the Company's strategic direction and growth potential, the Company's ability to execute on its
new development plan and advance its assets towards feasibility toward construction and production, refurbishment of the
Company's central processing facility, and the Company ability to execute a hub-and-spoke regional mining and processing
strategy to maximize efficiency and growth. Furthermore, forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently
subject to significant business, economic and competitive uncertainties and contingencies. Such statements can be identified by the
use of words such as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled",
"forecast", "predict" and other similar terminology, or state that certain actions, events or results "may", "could", "would", "might" or
"will" be taken, occur or be achieved. These statements reflect the Company's current expectations regarding future events,
performance and results and speak only as of the date of this release or as of the dates specified in such statements, and are
expressly qualified in their entirety by this cautionary statement. 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.
Forward-looking statements and information involve significant risks and uncertainties, should not be read as guarantees of future
performance or results and will not necessarily be accurate indicators of whether or not such results will be achieved. A number of
factors could cause actual results to differ materially from the results discussed in the forward-looking statements or information,
including, but not limited to: the use of proceeds being applied differently than anticipated or disclosed, material adverse changes,
unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts
with the company to perform as agreed; social or labor unrest; changes in commodity prices; and the failure of exploration
programs or studies to deliver anticipated results or results that would justify and support continued exploration, studies,
development or operations. For a more detailed discussion of such risks and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements, 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.
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SOURCE
i-80 Gold Corp
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For further information:
For further information, please contact: Leily Omoumi - Vice President, Corporate Development &
Strategy; Caterina De Rosa - Director, Investor Relations, [email protected], 1.866.525.6450, www.i80gold.com
CO: i-80 Gold Corp
CNW 06:03e 26-MAY-25