Table of Contents As filed with the Securities and Exchange Commission on
Table of Contents
As filed with the Securities and Exchange Commission on May 1, 2025
Registration No. 333-286531
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
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. ☐
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. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
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EXPLANATORY NOTE
i-80 Gold Corp. is filing this Pre-Effective Amendment No. 1 (“Amendment No. 1”) to its Registration Statement on Form S-3 (File No. 333-286531),
originally filed on April 14, 2025 (the “Registration Statement”), solely to file additional exhibits and to update the documents incorporated by reference.
The remainder of the Registration Statement is unchanged.
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The information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the
registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not
soliciting offers to buy these securities in any state where such offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 1, 2025
$250,000,000
Common Shares
Warrants
Debt Securities
Subscription Receipts
Units
We may offer and issue from time to time common shares (the “Common Shares”), warrants to purchase Common Shares (the
“Warrants”), debt securities (the “ Debt Securities”), subscription receipts exercisable for Common Shares or other securities
(the “Subscription Receipts”) and units comprised of some or all of the other securities described above (“ Units”) (all of the
foregoing, collectively, the “Securities ”) or any combination thereof up to $250,000,000 in the aggregate, in one or more series or
issuances of Securities under this shelf prospectus (which we refer to as the “ Prospectus”). Securities may be offered separately
or together, at times, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set
forth in an accompanying shelf prospectus supplement (a “ Prospectus Supplement”).
This Prospectus provides you with a general description of the Securities that we may offer. Each time we offer Securities, we will
provide you with a Prospectus Supplement that describes specific information about the particular Securities being offered and
may add, update or change information contained or incorporated by reference in this Prospectus. You should read both this
Prospectus and the Prospectus Supplement, together with the additional information which is incorporated by reference into this
Prospectus and the Prospectus Supplement.
Our outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange (“ TSX”) and the NYSE
American LLC (“NYSE American”), under the symbols “IAU” and “IAUX”, respectively. On April 30, 2025, being the last
complete trading day prior to the date hereof, the last reported sale price of our Common Shares on the TSX was C$0.86 per
Common Share and on the NYSE American was US$0.6142 per Common Share. Unless otherwise specified in the applicable
Prospectus Supplement, Securities other than the Common Shares will not be listed on any securities exchange. There is
currently no market through which the Securities, other than the Common Shares, may be sold and you may not be able to
resell such Securities purchased under this Prospectus and any applicable Prospectus Supplement. This may affect the pricing
of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities,
and the extent of issuer regulation. See “Risk Factors ”.
Investing in our Securities involves a high degree of risk. You should carefully read the “Risk Factors”
section beginning on page 5 of this Prospectus and carefully consider the discussion of risks and
uncertainties under the heading “Risk Factors” contained in any applicable Prospectus Supplement and
in the documents that are incorporated by reference herein and therein.
Prospective investors should be aware that the acquisition of the Securities described herein may have tax consequences. You
should read the tax discussion contained in the applicable Prospectus Supplement and consult your tax advisor with respect to
your own particular circumstances. See “Certain Canadian and U.S. Federal Income Tax Considerations ” in this
Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus is , 2025.
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TABLE OF CONTENTS
ABOUT THIS PROSPECTUS 4
RISK FACTORS 5
NOTE REGARDING MINERAL RESOURCES 11
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 11
EXCHANGE RATE INFORMATION 12
THE COMPANY 12
USE OF PROCEEDS 14
DIVIDEND POLICY 14
DESCRIPTION OF SHARE CAPITAL 14
DESCRIPTION OF WARRANTS 14
DESCRIPTION OF DEBT SECURITIES 16
DESCRIPTION OF SUBSCRIPTION RECEIPTS 17
DESCRIPTION OF UNITS 18
PLAN OF DISTRIBUTION 19
CERTAIN CANADIAN AND U.S. FEDERAL INCOME TAX CONSIDERATIONS 20
LEGAL MATTERS 20
TRANSFER AGENT AND REGISTRAR 20
EXPERTS 20
INTEREST OF EXPERTS 20
DOCUMENTS INCORPORATED BY REFERENCE 21
WHERE YOU CAN FIND ADDITIONAL INFORMATION 22
ENFORCEABILITY OF CIVIL LIABILITIES 22
SIGNATURES 29
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ABOUT THIS PROSPECTUS
This Prospectus is a part of a registration statement that we have filed with the SEC utilizing a “shelf” registration process. Under this shelf registration
process, we may sell any combination of the Securities described in this Prospectus in one or more offerings up $250,000,000 in the aggregate, in one or
more series or issuances of Securities. The specific terms of the Securities with respect to a particular offering will be set out in the applicable Prospectus
Supplement and may include, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the issue price, and any other
terms specific to the Common Shares being offered; (ii) in the case of Warrants, the designation, terms, number of Common Shares issuable upon exercise
of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in
which the Warrants are issued and any other specific terms; (iii) in the case of Debt Securities, the designation, any limit on the aggregate principal
amount, the rate at which the Debt Securities will bear interest, whether the Debt Securities will be secured or unsecured, the conditions of redemption of
the Debt Securities, and any other terms specific to the Debt Securities being offered; (iv) in the case of Subscription Receipts, the number of
Subscription Receipts offered, the issue price, the currency, the terms, conditions and procedures for the conversion or exercise of such Subscription
Receipts into or for Common Shares or other securities or pursuant to which the holders thereof will become entitled to receive Common Shares or such
other securities, and any other terms specific to the Subscription Receipts being offered; and (v) in the case of Units, the number of Units offered, the
terms of the Units, the offering price, the number of Common Shares, Warrants or other Securities included in each Unit and any other specific terms.
Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of
foreign exchange rates applicable to such Securities will be included in the Prospectus Supplement describing such Securities.
We may offer and sell Securities to or through underwriting syndicates or dealers, through agents or directly to purchasers. The Prospectus Supplement
for each offering of Securities will describe in detail the plan of distribution for that offering.
In connection with any offering of the Securities (unless otherwise specified in a Prospectus Supplement), the underwriters or agents may over-allot or
effect transactions which stabilize or maintain the market price of the Securities offered at a higher level than that which might exist in the open market.
Such transactions, if commenced, may be interrupted or discontinued at any time. See “ Plan of Distribution ”.
Please carefully read both this Prospectus and any Prospectus Supplement together with the documents incorporated herein by reference under
“Documents Incorporated by Reference ” and the additional information described below under “ Where You Can Find Additional Information ”.
This Prospectus and the documents incorporated by reference in this Prospectus contain forward-looking statements and forward-looking information
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. See “Cautionary Statement
Regarding Forward-Looking Statements ”.
Prospective investors should be aware that the acquisition of the Securities described herein may have tax consequences. You should read the tax
discussion contained in the applicable Prospectus Supplement and consult your tax advisor with respect to your own particular circumstances.
You should rely only on the information contained or incorporated by reference in this Prospectus and any Prospectus Supplement. We have not
authorized anyone to provide you with different information. The distribution or possession of this Prospectus in or from certain jurisdictions may be
restricted by law. This Prospectus is not an offer to sell these Securities, and is not soliciting an offer to buy these Securities in any jurisdiction where the
offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make
such offer or sale. The information contained in this Prospectus is accurate only as of the date of this Prospectus and any information incorporated by
reference is accurate as of the date of the applicable document incorporated by reference, regardless of the time of delivery of this Prospectus or of any
sale of the Securities. Our business, financial condition, results of operations and prospects may have changed since that date.
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In this Prospectus and in any Prospectus Supplement, unless the context otherwise requires, references to “i-80 Gold”, the “Company”, “we”, “us” and
“our” refer to i-80 Gold Corp., either alone or together with our subsidiaries as the context requires.
The Company’s registered and records office is located at Suite 2500, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6B 2X8, and its head
office is located at 5190 Neil Road, Suite 460, Reno, Nevada, 89502. The Company maintains an executive office at 150 York Street, Suite 1802, Toronto
Ontario M5H 3S5.
Unless stated otherwise or as the context otherwise requires, all references to dollar amounts in this Prospectus and any Prospectus Supplement are
references to United States dollars. References to “$” or “US$” are to United States dollars and references to “Cdn$” or “C$” are to Canadian
dollars. See “Exchange Rate Information ”. Our financial statements that are incorporated by reference into this Prospectus and any Prospectus
Supplement have been prepared in accordance with accounting principles generally accepted in the United States.
RISK FACTORS
Investing in our Securities is speculative and involves a high degree of risk. Prior to making a decision about investing in our Securities, you should
carefully consider the specific factors discussed under the heading “Risk Factors” in the applicable Prospectus Supplement and any free writing
prospectus, together with all the information contained or incorporated by reference in the Prospectus Supplement or appearing or incorporated by
reference in this Prospectus, including the risks, uncertainties and assumptions discussed under the heading “Item 1A. Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2024, as may be amended or revised or supplemented by our subsequent Quarterly Reports on
Form 10-Q or our Current Reports on Form 8-K, which are incorporated herein by reference, and which may be amended, supplemented or superseded
from time to time by other reports we file with the SEC in the future. These risks, as well as risks currently unknown to us, could materially adversely
affect our future business, operations and financial condition and could cause purchasers of securities to lose all or part of their investments. The risks
and uncertainties we have described herein are not the only risks we face; risks and uncertainties not currently known to us or that we currently deem
to be immaterial may also materially and adversely affect our business, financial condition, results of operations and prospects.
Some of the risk factors described in this Prospectus and in the documents incorporated by reference herein, including any applicable Prospectus
Supplement, are interrelated and, consequently, investors should treat such risk factors as a whole. Additional risks and uncertainties not presently
known to the Company or that the Company currently deems to be immaterial may also impair the Company’s business operations. If any of the
possibilities described in such risks actually occurs, it could have a material adverse effect on the business, financial condition and results of
operations of the Company and could cause them to differ materially from the estimates described in forward-looking statements relating to the
Company, each of which could cause purchasers of the Securities to lose part or all of their investment. The Company cannot provide assurance that it
will successfully address any or all of these risks. There is no assurance that any risk management steps taken will avoid future loss due to the
occurrence of the risks described in this Prospectus and the documents incorporated by reference herein, or other unforeseen risks.
Risks Related to Our Securities
Negative operating cash flow
The Company cannot guarantee that it will have positive cash flow from operating activities in future periods. The Company cannot provide any
assurances that it will achieve sufficient revenues (if at all) or maintain profitability or positive cash flow from operating activities. If the Company does
not achieve or maintain profitability or positive cash flow from operating activities, then there could be a material adverse effect on the Company’s
business, financial condition and results of operation, and the Company may need to deploy a portion of its working capital to fund such negative
operating cash flows or seek additional sources of funding.
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Loss of entire investment
An investment in the Securities and the Company’s prospects generally are speculative. Investors may lose their entire investment and should carefully
consider the risk factors described below and under the heading “Risk Factors” in the Company’s annual report on the Form 10-K (the “Form 10-K”). The
risks described below and in the Form 10-K are not the only ones facing the Company. Additional risks not currently known to the Company, or that the
Company currently deems immaterial, may also impair the Company’s operations. There is no assurance that risk management steps taken will avoid
future loss due to the occurrence of the risks described below (or incorporated by reference herein) or other unforeseen risks. If any of the risks described
below or in the Form 10-K actually occur, then the Company’s business, financial condition and operating results could be adversely affected. Investors
should carefully consider the risks below and in the Form 10-K and the other information elsewhere in this Prospectus and consult with their professional
advisors to assess any investment in the Company.
Third parties may involve the Company in certain legal proceedings, which, if successful, may have a material adverse effect on the Company’s
financial condition and operations
In the normal course of the Company’s operations, whether directly or indirectly, it may become involved in, named as a party to or the subject of, various
legal proceedings, including regulatory proceedings, tax proceedings and legal actions relating to, among other things, personal injuries, property
damage, contract disputes and their business activities. The outcome with respect to outstanding, pending or future proceedings cannot be predicted
with certainty, and may be determined in a manner adverse to the Company, and as a result, could have a material adverse effect on its financial
conditions and results of operations, and the Company’s ability to satisfy its debt service obligations. Even if the Company prevails in any such legal
proceedings, the proceedings could be costly and time-consuming and may divert the attention of management and key personnel away from the
Company’s business operations which could have a material adverse effect on its financial condition and results of operations, and on the Company’s
ability to satisfy its debt service obligations. Furthermore, no assurance can be given that the Company will not become involved in litigation, whether as
defendant or plaintiff, in other matters from time to time.
There is no assurance of a sufficient liquid market for Common Shares in the future
No assurance can be given that an active or liquid trading market for the Common Shares will be sustained. If an active or liquid market for the Common
Shares fails to be sustained, the prices at which such Securities trade may be adversely affected. Whether or not the Common Shares will trade at lower
prices depends on many factors, including the liquidity of the Common Shares, prevailing interest rates, the markets for similar securities, general
economic conditions and the Company’s financial condition, historic financial performance and future prospects.
There is no market for certain of our offered Securities
There is currently no market through which the Securities (other than the Common Shares) may be sold and purchasers may not be able to resell such
Securities. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such
Securities and the extent of issuer regulation.
The market price of the Securities may fluctuate significantly
The trading price of the Common Shares and other Securities offered hereunder that become listed and posted for trading on the TSX, the NYSE
American or any other stock exchange may be subject to large fluctuations. The trading prices may increase or decrease in response to a number of
events and factors, including:
• the price of metals and minerals;
• the Company’s operating performance and the performance of competitors and other similar companies;
• exploration and development of the Company’s properties;
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