Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

6-K 1 i80form6k.htm FORM 6-K




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: November, 2024
Commission file number: 001-41382
i-80 Gold Corp.
(Translation of registrant's name into English)
5190 Neil Road, Suite 460, Reno, NV 89502
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover: ☐ Form 20-F ☒ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXHIBITS 99.1 AND 99.2 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-279567), AS AMENDED AND SUPPLEMENTED AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

EXHIBIT INDEX


Exhibit						Description
99.1						Q3 2024 i-80 Gold Corp Financial Statements
99.2						Q3 2024 i-80 Gold Corp MD&A
99.3						Q3 2024 i-80 Gold Corp CEO Certification
99.4						Q3 2024 i-80 Gold Corp CFO Certification
99.5						Q3 2024 i-80 Gold Corp Press Release dated November 12, 2024

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: November 12, 2024						/s/ Ryan Snow
						Ryan Snow
						Chief Financial Officer

Condensed Consolidated Interim Financial Statements

September 30, 2024

(Unaudited)

(Stated in thousands of United States Dollars)

NOTICE TO SHAREHOLDERS

For The Three and Nine Months Ended September 30, 2024

i-80 Gold Corp

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying unaudited condensed consolidated interim financial statements of i-80 Gold Corp were prepared by management in accordance with International Financial Reporting Standards ("IFRS Accounting Standards"). Only changes in accounting policies have been disclosed in these unaudited condensed consolidated interim financial statements. Management acknowledges responsibility for the preparation and presentation of the unaudited condensed consolidated interim financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances.

Management has established processes, which are in place to provide them sufficient knowledge to support management representations that they have exercised reasonable diligence that (i) the unaudited condensed consolidated interim financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the unaudited condensed consolidated interim financial statements and (ii) the unaudited condensed consolidated interim financial statements fairly present in all material respects the financial position, results of operations and cash flows of the Company, as of the date of and for the periods presented by the unaudited condensed consolidated interim financial statements.

The Board of Directors is responsible for reviewing and approving the unaudited condensed consolidated interim financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the unaudited condensed consolidated interim financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the unaudited condensed consolidated interim financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Stated in thousands of United States Dollars)

(Unaudited)


	Note	September 30, 2024		December 31, 2023
ASSETS
Current assets
Cash and cash equivalents		$	21,776	$	16,277
Receivables		2,447		4,316

Inventory	5	15,895		11,387
Prepaids and deposits		4,873		4,631
Current portion of other assets	6	1,278		3,202
Total current assets		46,269		39,813
Non-current assets
Other assets	6	366		765
Restricted cash and cash equivalents	7	39,899		44,488


Property, plant and equipment	8	656,232		638,627
Total non-current assets		696,497		683,880
Total assets		$	742,766	$	723,693

LIABILITIES
Current liabilities
Accounts payable		$	9,003	$	12,849
Accrued liabilities		12,354		14,333



Current portion of long-term debt	9	92,873		88,378
Current provision for environmental rehabilitation	10	519		543
Current portion of other liabilities	11	24,447		16,562
Total current liabilities		139,196		132,665
Non-current liabilities

Long-term debt	9	83,890		91,896
Provision for environmental rehabilitation	10	71,756		70,979
Non-current portion of other liabilities	11	6,840		1,889
Total non-current liabilities		162,486		164,764
Total liabilities		301,682		297,429

EQUITY
Share capital	12	595,049		489,270
Reserves		18,958		19,311
Deficit		(172,923)		(82,317)
Total equity		441,084		426,264
Total liabilities and equity		$	742,766	$	723,693

Subsequent events [Note 23]

See accompanying notes to the Condensed Consolidated Interim Financial Statements

Approved by the Board of Directors and authorized for issue on November 12, 2024

/s/ John Seaman

/s/ Richard Young

John Seaman

Richard Young

Director

Chief Executive Officer

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Stated in thousands of United States Dollars, except for share data)

(Unaudited)


		Three months ended September 30,				Nine months ended September 30,
	Note	2024		2023		2024		2023
Revenue		$	11,509	$	13,215	$	27,107	$	29,073
Cost of sales		(15,449)		(12,244)		(42,346)		(30,975)
Depletion, depreciation and amortization	8	(552)		(1,444)		(1,003)		(5,589)
Mine operating loss		(4,492)		(473)		(16,242)		(7,491)

Expenses
Exploration, evaluation and pre-development	15	6,019		10,014		13,867		30,088
General and administrative	16	4,554		4,136		15,139		13,724

Property maintenance		2,549		2,763		7,818		7,992
Share-based payments	12	794		244		1,935		2,455
Loss before the following		(18,408)		(17,630)		(55,001)		(61,750)

Other (expense) income	17	(10,331)		21,488		(7,097)		43,150
Finance expense	18	(9,322)		(8,133)		(28,508)		(22,698)

Loss before income taxes		(38,061)		(4,275)		(90,606)		(41,298)


Deferred tax recovery		—		76		—		8,020
Loss and comprehensive loss for the period		$	(38,061)	$	(4,199)	$	(90,606)	$	(33,278)




Loss per common share
Basic and diluted loss per share	13	$	(0.10)	$	(0.01)	$	(0.26)	$	(0.13)


Weighted average number of common shares outstanding

Basic and diluted weighted average shares outstanding	13	386,474,070		287,128,970		350,581,065		266,207,340

See accompanying notes to the Condensed Consolidated Interim Financial Statements

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Stated in thousands of United States Dollars)

(Unaudited)


		Three months ended September 30,				Nine months ended September 30,
	Note	2024		2023		2024		2023
OPERATING ACTIVITIES
Loss for the period		$	(38,061)	$	(4,199)	$	(90,606)	$	(33,278)

Items not affecting cash and adjustments
Depletion, depreciation and amortization	8(iv)	1,025		1,852		2,565		6,835
Share-based payments		(202)		(569)		939		1,642
Other expense (income)	14(ii)	11,490		(20,939)		10,260		(41,656)
(Gain) loss on foreign exchange		(292)		78		(674)		36
Finance expense		9,321		8,115		28,053		22,661
Deferred tax recovery		—		(76)		—		(8,020)
Reclamation expenditures	10	(188)		(239)		(426)		(548)
Change in non-cash working capital	14(i)	(2,094)		1,540		(12,008)		(1,463)


Cash used in operating activities		$	(19,001)	$	(14,437)	$	(61,897)	$	(53,791)

INVESTING ACTIVITIES
Capital expenditures on property, plant and equipment		(4,723)		(11,572)		(14,142)		(34,389)




Restricted cash		(447)		3,596		4,589		(11,073)
Other assets		—		—		425		—
Purchase of investments		—		—		—		(894)
Net cash acquired in acquisition of Paycore Minerals Inc.	4	—		—		—		10,027


Cash used in investing activities		$	(5,170)	$	(7,976)	$	(9,128)	$	(36,329)

FINANCING ACTIVITIES
Proceeds from shares issued in brokered placement	4	—		—		83,500		—
Proceeds from shares issued in equity financing	12(b)	—		27,693		17,436		27,693
Proceeds from shares issued in ATM Program	4	12,965		—		12,965		—
Net proceeds from Gold Prepay Agreement	9(iv)	—		18,932		—		18,932

Principal repayment on Gold Prepay Agreement	9(iv)	(14,101)		(3,989)		(23,818)		(12,192)
Principal repayment on Silver Purchase Agreement	9(v)	—		(28)		(8,387)		(5,690)
Share issue costs		(397)		(1,632)		(4,878)		(1,632)
Stock option and warrant exercises	12(b)	38		44		933		1,947
Finance fees paid		(564)		—		(1,514)		—
Net proceeds on Convertible Debentures	9(iii)	—		—		—		61,906
Contingent payments	11(vii)	—		—		—		(11,000)
Other		(98)		(149)		(385)		(340)


Cash (used in) provided by financing activities		$	(2,157)	$	40,871	$	75,852	$	79,624

Change in cash and cash equivalents during the period		(26,328)		18,458		4,827		(10,496)
Cash and cash equivalents, beginning of period		47,812		19,355		16,277		48,276
Effect of exchange rate changes on cash held		292		(78)		672		(45)
Cash and cash equivalents, end of period		$	21,776	$	37,735	$	21,776	$	37,735

Supplemental cash flow information [Note 14]

See accompanying notes to the Condensed Consolidated Interim Financial Statements

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

(Stated in thousands of United States Dollars, except for share data)

(Unaudited)


		Share Capital			Reserves
Issued and outstanding	Note	Number of shares	Share capital		Equity settled employee benefits		Deficit		Total equity
Balance as at December 31, 2022		240,561,017	$	354,470	$	15,042	$	(36,100)	$	333,412
Shares and options issued on acquisition of Paycore Minerals Inc.	4	30,505,575	78,787		2,515		—		81,302
Shares issued in equity financing	12(b)	13,629,800	27,693		—		—		27,693
Shares issued in relation to Ruby Hill contingent payments	12(b)	5,515,313	16,000		—		—		16,000
Shares issued in relation to Convertible Loan	12(b)	800,449	1,665		—		66		1,731
Exercise of warrants and stock options	12(d)	874,798	2,419		(350)		—		2,069
Share-based payments	12(f)	—	—		1,793		—		1,793
Convertible Debenture conversion option	9(iii)	—	—		—		18,913		18,913
Share issue costs		—	(1,633)		—		—		(1,633)
Loss for the period		—	—		—		(33,278)		(33,278)
Balance as at September 30, 2023		291,886,952	479,401		19,000		(50,399)		448,002







Balance as at December 31, 2023		298,502,334	489,270		19,311		(82,317)		426,264
Shares issued in brokered placement	4	69,698,050	74,644		—		—		74,644
Shares issued in private placement	12(b)	13,064,204	17,436		—		—		17,436
Shares issued in ATM Program	4	11,498,278	13,073		—		—		13,073
Shares issued in relation to Granite Creek contingent payments	12(b)	2,727,336	3,564		—		—		3,564
Exercise of stock options	12(d)	943,600	2,010		(1,076)		—		934
Share-based payments	12(f)	—	—		723		—		723
Share issue costs		—	(4,948)		—		—		(4,948)
Loss for the period		—	—		—		(90,606)		(90,606)
Balance as at September 30, 2024		396,433,802	$	595,049	$	18,958	$	(172,923)	$	441,084

See accompanying notes to the Condensed Consolidated Interim Financial Statements

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

1.NATURE OF OPERATIONS

i-80 Gold Corp ("i-80 Gold" or the "Company"), is a Nevada-focused, growth-oriented gold and silver producer engaged in the exploration, development and production of gold and silver. The Company's principal assets include the Granite Creek Mine, Ruby Hill Mine, McCoy-Cove Mine and the Lone Tree Mine and autoclave facilities. Each property is wholly-owned by the Company.

The Company was incorporated on November 10, 2020, in the province of British Columbia, Canada. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol IAU and the New York Stock Exchange ("NYSE") under the symbol IAUX. Its head office is located at Suite 460, 5190 Neil Road, Reno, Nevada, 89502.

2.BASIS OF PREPARATION

(a)Statement of compliance

These unaudited condensed consolidated interim financial statements (the "Financial Statements") have been prepared in accordance with IAS 34 - Interim Financial Reporting as issued by the International Accounting Standards Board ("IASB"). Accordingly, certain disclosures included in the annual financial statements prepared in accordance with International Financial Reporting Standards ("IFRS Accounting Standards") as issued by the IASB have been condensed or omitted and these Financial Statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2023. The accounting policies applied in the preparation of these Financial Statements are consistent with those applied and disclosed in the Company's audited financial statements for the year ended December 31, 2023, except for the adoption of amendments to IAS 1 as further described in Note 2 (e) of these Financial Statements. Certain figures in the comparative period have been reclassified to be consistent with the current year's presentation.

These Financial Statements were approved and authorized for issuance by the Board of Directors on November 12, 2024.

(b)Basis of presentation

These Financial Statements have been prepared using the measurement bases specified by IFRS Accounting Standards for each type of asset, liability, income and expense. Measurement bases are more fully described in the accounting policies below.

These Financial Statements have been prepared by management on a going concern basis in accordance with IFRS Accounting Standards. The going concern basis of presentation assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The Company’s ability to execute its plan and fulfill its commitments as they come due is dependent upon its success in obtaining additional financing. While management has been successful in raising additional funds in the past, there can be no assurance that it will be able to do so in the future. Given the Company’s working capital deficit, current operating losses and management’s expectation of future losses until it has fully executed its strategy, the inability of the Company to arrange appropriate financing in a timely manner could result in the carrying value of the Company’s assets being subject to material adjustment. These conditions indicate the existence of material uncertainties which cast significant doubt as to the Company’s ability to continue as a going concern.

These Financial Statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary if the Company is not able to continue as a going concern. Such adjustments could be material.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

(c)Basis of consolidation

The Financial Statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved when the Company is exposed to variable returns and has the ability to affect those returns through power to direct the relevant activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. Subsidiaries will be de-consolidated from the date that control ceases. The Company's principal properties and material subsidiaries are as follows:

Subsidiary

Location

Percentage of ownership

Property

Premier Gold Mines USA Inc.

Nevada

100%

Holding

Osgood Mining Company LLC

Humboldt, Nevada

100%

Granite Creek

Ruby Hill Mining Company LLC

Eureka, Nevada

100%

Ruby Hill

Goldcorp Dee LLC

Humboldt, Nevada

100%

Lone Tree

Au-Reka Gold LLC

Eureka, Nevada

100%

McCoy-Cove

Golden Hill Mining Company LLC

Eureka, Nevada

100%

FAD

All transactions and balances between the Company and its subsidiaries are eliminated on consolidation, including unrealized gains and losses on transactions between the companies. Where unrealized losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Company. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the period are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable.

(d)Functional and presentation currency

The functional currency of the Company is the United States dollar ("USD" or "US dollars") which reflects the underlying transactions, events and conditions that are relevant to the entity. Management considers primary and secondary indicators in determining functional currency including the currency that influences sales prices, labor, purchases and other costs. Other indicators include the currency in which funds from financing activities are generated and the currency in which receipts from operations are usually retained.

Reference to $ or USD is to US dollars, reference to C$ or CAD is to Canadian dollars.

(e)Amended IFRS Accounting Standard effective January 1, 2024

In January 2020, the IASB issued amendments to IAS 1 - Presentation of Financial Statements to clarify that liabilities are classified as either current or non-current, depending on the existence of the substantive right at the end of the reporting period for an entity to defer settlement of the liability for at least twelve months after the reporting period. In addition, the amendments clarify that: (a) classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period; (b) classification is unaffected by management’s intentions or expectations about whether the Company will exercise its right to defer settlement; (c) if the Company’s right to defer settlement is subject to the Company complying with specified conditions, only conditions with which the Company must comply on or before the reporting date affect the classification of a liability as current or non-current; (d) the term settlement refers to a transfer that extinguishes the liability and such transfer could be made in cash or other assets including the Company's own equity instruments. Furthermore, the amendments confirm that when the terms of the liability allow for settlement by the Company's own equity instruments at the option of the counterparty, settlement using the Company's own equity instruments is not considered in determining the classification of the liability. To meet this exception, the conversion option must have been separated from the liability and classified as an equity instrument in the financial statements of the Company. The amendments apply retrospectively for annual reporting periods beginning on or after January 1, 2024.

The Company adopted the amendments on the effective date applying the amendments retrospectively. Certain amounts in the comparative period have been reclassified to reflect the retrospective application, as further described below. Application of the amendments in the comparative period resulted in an increase in the current portion of other liabilities of $15.4 million, a corresponding decrease in the non-current portion of other liabilities of $15.4 million, an increase in the current portion of long-term debt of $56.4 million, and a corresponding decrease in the non-current portion of long-term debt of $56.4 million in the statement of financial position as at December 31, 2023.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

Convertible loans

The Company entered into two convertible loans in 2021, as further described in Note 9 (i) and Note 9 (ii) of these Financial Statements. Each convertible loan contains a conversion feature which is classified as a derivative financial liability on the statement of financial position. In applying the definition of settlement it is clear that the Company does not have the right to defer settlement of the convertible loans for more than twelve months after the reporting date, as the holders can demand settlement of the liability in shares at any time in a manner that would extinguish the liability. Furthermore, as the settlement would be through the exercise of each holders' right to convert the loan to the Company's equity under a conversion option that was classified as a liability on inception and not an equity instrument, the Company does not meet the exception criteria described above and would consider the settlement by transfer of the Company's own equity instrument to be an extinguishment of the liability. As a result, the convertible loans, including the conversion features classified as derivative liabilities, both of which were previously classified as non-current liabilities, have been reclassified within current liabilities in the statement of financial position at December 31, 2023 to reflect the retrospective application of the amendments.

Convertible debentures

The Company closed a private placement offering of secured convertible debentures in 2023, as further described in Note 9 (iii) of these Financial Statements. The convertible debentures contain a conversion feature which is classified as an equity instrument on the statement of financial position. In applying the definition of settlement it is clear that the Company does not have the right to defer settlement of the convertible loans for more than twelve months after the reporting date, as the holders can demand settlement of the liability in shares at any time in a manner that would extinguish the liability. However, as the settlement would be through the exercise of the holders' right to convert the debt to the entity’s equity under a conversion option that was classified as equity on inception, it is ignored for purposes of determining the classification of the host liability on the statement of financial position. In accordance with the amendments to IAS 1 the Company concluded it has the right to defer settlement of the liability for more than twelve months as the maturity date is February 22, 2027, thereby, the Company determined there was no impact to the classification of the convertible debentures on application of the amendments.

Warrant liability

The Company issued warrants as further described in Note 11 (i) of these Financial Statements. Each whole warrant issued entitles the holder to acquire a common share of the Company, at a fixed Canadian dollar price over a specified term. The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in US dollars. Accordingly, the Company recognizes the warrants as liabilities. In applying the definition of settlement it is clear that the Company does not have the right to defer settlement of the warrants for more than twelve months after the reporting date, as the warrants can be exercised at anytime time in a manner that would extinguish the liability. Furthermore, as the warrants were classified as a liability at inception and not an equity instrument, the Company does not meet the exception criteria described above and would consider the settlement by transfer of the Company's own equity instrument to be an extinguishment of the liability. As a result, the warrants which were previously classified within non-current liabilities, have been reclassified within current liabilities in the statement of financial position at December 31, 2023 to reflect the retrospective application of the amendments.

Deferred share units

The Company granted deferred share units ("DSU") to eligible members of the Board of Directors, as further described in Note 12 (e) of these Financial Statements. DSUs must be retained until the Director leaves the Board, at which time the awards will be equity or cash settled. DSUs are classified as a financial liability in the statement of financial position. In applying the definition of settlement it is clear that the Company does not have the right to defer settlement of vested DSUs for more than twelve months after the reporting date, as the DSUs are redeemable when a Director leaves the Board in a manner that would extinguish the liability. Furthermore, as the DSUs were classified as a liability at inception and not an equity instrument, the Company does not meet the exception criteria described above and would consider the settlement by transfer of the Company's own equity instrument to be an extinguishment of the liability. As a result, vested DSUs which were previously classified within non-current liabilities, have been reclassified within current liabilities in the statement of financial position at December 31, 2023 to reflect the retrospective application of the amendments.

(f)Transition to US Generally Accepted Accounting Principles

Historically, and including these condensed consolidated interim financial statements, the Company has prepared its financial statements under IFRS Accounting Standards for reporting as permitted by security regulators in Canada, as well as in the United States under the status of a foreign private issuer as defined by the United States Securities and Exchange Commission (the “SEC”). On June 28, 2024, the Company determined that it will no longer qualify as a foreign private issuer under the SEC rules as of January 1, 2025. As a result, beginning January 1, 2025 the Company is required to report with the SEC on domestic forms and comply with domestic company rules. Consequently, the Company will be required to prepare its financial statements using United States Generally Accepted Accounting Principles (“US GAAP”) effective beginning with the Company’s 2024 annual consolidated financial statements and for all subsequent reporting periods. The transition to US GAAP will be made retrospectively. The Company is currently evaluating the impact of the conversion to US GAAP on the financial statements.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

3.CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of these Financial Statements in accordance with IFRS Accounting Standards requires management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities, disclosure of commitments and contingent liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience, current and expected economic conditions. Actual results could differ from these estimates. The significant judgments and estimates used in the preparation of these Financial Statements that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities and earnings within the next financial year were the same as those applied in the most recent annual audited consolidated financial statements for the year ended December 31, 2023, except for the adoption of amendments to IAS 1 as further described in Note 2 (e) of these Financial Statements.

4.CORPORATE TRANSACTIONS

At-the-market equity program (the "ATM Program") and Filing of Prospectus Supplement

These filings allow the Company to make offerings of common shares, warrants, debt securities, subscription receipts and units (collectively, the “Securities”), or any combination thereof, from time to time over a 25-month period in both Canada and the United States. Upon filing its annual 10-K the Company's current U.S. Base Prospectus will no longer be available for future securities offerings. The Securities may be offered in amounts, at prices and on terms to be determined at the time of sale and, subject to applicable regulations, may include “at-the-market” offerings, public offerings or strategic investments. The specific terms of future offerings of Securities, if any such offerings occur, will be set forth in one or more prospectus supplement(s) to be filed with applicable securities regulators.

The ATM Program has been implemented pursuant to the terms of an equity distribution agreement dated August 12, 2024 (the "Equity Distribution Agreement"), among the Company, National Bank Financial Inc., and a syndicate of underwriters (collectively, the "Agents"). The ATM Program allows i-80, through the Agents, to, from time to time, offer and sell in Canada and the United States through the facilities of the TSX and the NYSE American stock exchange (the “NYSE American”) such number of common shares in the capital of the Company (the “Shares”) as would have an aggregate offering price of up to $50 million.

The offering of Shares under the ATM Program are made through and qualified in Canada by, a prospectus supplement dated August 12, 2024 (the “Canadian Prospectus Supplement”) to the Canadian Shelf Prospectus, each filed with the securities commissions in each of the provinces and territories of Canada, and in the United States pursuant to a prospectus supplement dated August 12, 2024 (the “U.S. Prospectus Supplement”) to the Company's U.S. Base Prospectus filed with the SEC.

The ATM Program will be effective until the filing of the Company's annual 10-K (on or prior to March 31, 2025), unless terminated before such date by i-80 or otherwise in accordance with the Equity Distribution Agreement. Once the 10-K is filed, the Company will be required to file a new registration statement for purposes of qualifying any future prospectus issuance of securities in the United States. The timing and extent of the use of the ATM Program will be at the discretion of the Company. Accordingly, total gross proceeds from equity offerings under the ATM Program, if any, could be significantly less than $50 million.

For the period from August 12, 2024, to September 30, 2024, the Company issued 11.5 million common shares under the ATM Program at a weighted average share price of $1.14 per common share for total gross proceeds of $13.1 million. Transaction costs incurred of $0.4 million are presented as a reduction to share capital.

Bought Deal Public Offering

On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million units (each, a “Unit“) at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately $83.5 million (C$115 million) (the “Offering“), including the full exercise of the previously announced over-allotment option. Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. Each warrant is exercisable to acquire one common share of the Company for a period of 48 months from closing of the Offering at an exercise price of C$2.15 per share. On May 1, 2024, 34.8 million share purchase warrants issued in connection with the Offering commenced trading on the TSX under the symbol "IAU.WT".

The underwriters' were paid a cash commission equal to 5% of the gross proceeds of the Offering, excluding proceeds from sales of Units to certain president’s list purchasers. The Company received net proceeds of $79.2 million (C$109.1 million) net of underwriters commission of $4.2 million (C$5.7 million) and other costs of $0.1 million (C$0.1 million).

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in USD. Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in profit or loss. Of the $83.5 million gross proceeds received, $8.9 million was allocated to the warrant liability and the residual $74.6 million was allocated to the common shares issued and classified as equity. The warrant liability was valued at inception using the closing price of the warrants of C$0.35 on May 1, 2024.

The Offering was completed pursuant to a short form prospectus dated April 25, 2024 (the “Prospectus“). Certain directors and officers of the Company purchased an aggregate of 300,000 Units pursuant to the Offering.

Second Amending Gold Prepay Agreement

On April 24, 2024, the Company entered into a second amending agreement with Orion Mine Finance ("Orion) to amend the terms of the A&R Gold Prepay Agreement (the “Second A&R Gold Prepay Agreement). In accordance with the terms of the Second A&R Gold Prepay Agreement, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the A&R Gold Prepay Agreement until May 10, 2024.

In addition, if the Company meets the Gold Option Criteria (as defined below) it may elect to defer the deadline to deliver any of its quarterly gold delivery obligations for the 2024 calendar year (each instance, a “Gold Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted quarterly gold quantities (multiplied by 1.15 for gold deliveries made prior to June 30, 2025 and 1.19 for gold deliveries made thereafter). In order for the Company to implement a Gold Deferral, (i) it must be in compliance with the use of proceeds section as described in the Prospectus (the “Budget”) and (ii) after assuming the delivery of the applicable quarterly gold quantity on the applicable unextended quarterly deadline, the Company would not have sufficient funds to remain in compliance with the Budget (collectively, the “Gold Option Criteria”). In addition, should the Company implement a Gold Deferral and complete an equity offering prior to September 30, 2025, the Company would be required to deliver gold ounces to Orion up to 34% of the net proceeds of such offering, in settlement of gold quantities outstanding under the Second A&R Gold Prepay Agreement.

The Second A&R Gold Prepay Agreement is subject to standard conditions and covenants, including minimum cash balance and certain reporting requirements. Obligations under the Second A&R Gold Prepay Agreement continue to be senior secured obligations of the Company and its wholly-owned subsidiaries Ruby Hill Mining Company, LLC and Osgood Mining Company, LLC and secured against the Ruby Hill project in Eureka County, Nevada and the Granite Creek project in Humboldt County, Nevada. In connection with the Second A&R Gold Prepay Agreement the Company paid an amendment fee of $0.5 million to Orion.

Management followed the guidance within IFRS 9 - Financial Instruments and determined that the modification to the agreement was non-substantial and accordingly, the Company accounted for the modification as an adjustment to the existing liability. In performing this assessment management used a discounted cash flow analysis incorporating key inputs such as expected metal prices, metal price volatility and risk-free borrowing rates.

Amendment to Silver Purchase Agreement

On April 24, 2024, the Company entered into an amending agreement with Orion (the “Amended Silver Purchase Agreement”) to amend the terms of its Silver Purchase Agreement. In accordance with the terms of the Amended Silver Purchase Agreement, Orion agreed to extend the deadline for the outstanding deliveries required to be made on or before April 15, 2024, under the Amended Silver Purchase Agreement until May 10, 2024.

In addition, if the Company meets the Stream Option Criteria (as defined below) it may elect to defer the requirements to deliver its annual minimum delivery amount for 2024 (a “Stream Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted annual minimum delivery amount (multiplied by 1.07 for silver deliveries made prior to June 30, 2025 and 1.11 for silver deliveries made thereafter). In order for the Company to implement a Stream Deferral, (i) it must be in compliance with the Budget and (ii) after assuming the delivery of the applicable minimum delivery amount in respect of 2024 by January 15, 2025, the Company would not have sufficient funds to remain in compliance with the Budget (collectively, the “Stream Option Criteria”). In addition, should the Company implement a Stream Deferral and complete an equity offering on or after January 15, 2025 until September 30, 2025, the Company will be required to deliver refined silver to Orion up to 16% of the net proceeds of such offering, in settlement of silver deliveries outstanding under the Amended Silver Purchase Agreement.

The Amended Silver Purchase Agreement is subject to standard conditions and covenants, including minimum cash balance and certain reporting requirements. Obligations under the Amended Silver Purchase Agreement continue to be senior secured obligations of the Company and its wholly-owned subsidiaries Ruby Hill Mining Company, LLC and Osgood Mining Company, LLC and secured against the Ruby Hill project in Eureka County, Nevada and the Granite Creek project in Humboldt County, Nevada. In connection with the Amended Silver Purchase Agreement the Company paid an amendment fee of $0.25 million to Orion.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

Acquisition of Paycore

On May 5, 2023, the Company completed the acquisition of Paycore Minerals Inc. ("Paycore"). Paycore’s principal asset is the FAD property that is host to the FAD deposit located immediately south of, and adjoining, the Company’s Ruby Hill Property located in Eureka County, Nevada. The acquisition consolidates the northern portion of the Eureka District, increasing the Company’s land package at Ruby Hill.

The Company acquired 100% of the issued and outstanding shares of Paycore at an exchange ratio of 0.68 i-80 Gold common share for each Paycore common share held (the “Exchange Ratio”). All outstanding options and warrants of Paycore that were not exercised prior to the acquisition date were replaced with i-80 Gold options and warrants, as adjusted in accordance with the Exchange Ratio.

The Paycore acquisition was accounted for as an asset acquisition as management determined that substantially all the fair value of the gross assets acquired were concentrated on the FAD mineral property. The components of consideration that were paid is detailed in the table below:


Components of consideration paid:
Share consideration (i)	$	66,037
Common shares issued in relation to contingent value rights (ii)	12,750
Replacement warrants (iii)	2,675
Replacement options (iii)	2,515
Previously held interest (iv)	4,116
Transaction costs	323
	$	88,416

(i) The fair value of 25,488,584 common shares issued to Paycore shareholders was determined using the Company's share price of C$3.46 per share on the acquisition date.

(ii) Following completion of the arrangement and in accordance with the Amendment to the Contingent Value Rights Agreement dated February 26, 2023 among the Company, Paycore, Golden Hill Mining LLC, and Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC (collectively, "Waterton"), all of the obligations outstanding under the outstanding contingent value rights agreement between Paycore, Golden Hill Mining LLC and Waterton dated April 20, 2022, with an aggregate value of $12.75 million were satisfied through the issuance of 5,016,991 i-80 Gold common shares to Waterton on May 9, 2023. The fair value of 5,016,991 common shares issued to Waterton was determined using the Company's share price of C$3.46 per share on the acquisition date.

(iii) The fair value of 1,727,200 replacement options and 3,755,257 replacement warrants was determined using the Black-Scholes pricing model with the following assumptions:


	Stock Options	Warrants
Risk-free rate	3.55% to 3.91%	3.66% to 4.52%
Expected life	18 to 29 months	12 to 24 months
Expected volatility	52% to 56%	52% to 58%
Share price	C$3.46	C$3.46

(iv) On May 5, 2023 and immediately prior to the Paycore acquisition the Company owned 2,336,200 Paycore common shares. The Company's investment in Paycore was remeasured at fair value on the acquisition date using the Exchange Ratio and the Company's share price of C$3.46 per share on the acquisition date with the change in fair value recognized through the statement of loss as further described in Note 17 of these Financial Statements.

The table below presents the fair values of the assets acquired and liabilities assumed at the date of acquisition:


Net assets (liabilities) acquired:
Cash	$	10,027
Other assets	206
Mineral properties	78,218
Accounts payable	(35)
Fair value of net assets acquired	$	88,416

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

5.INVENTORY


	September 30, 2024		December 31, 2023
Ore in stockpiles and on leach pads	$	8,197	$	7,614
Work-in-process	3,189		778
Finished goods	1,079		896
Materials and supplies	3,430		2,099
Total inventory	$	15,895	$	11,387

The amount of inventory recognized as an expense in cost of sales for the three and nine months ended September 30, 2024, was $15.4 million and $42.3 million, respectively (2023 - $12.2 million and $31.0 million, respectively). During the three and nine months ended September 30, 2024, the Company recognized, within cost of sales, inventory write-downs of $3.3 million and $12.1 million, respectively, relating to Granite Creek mined material (2023 - nil and $8.5 million, respectively, relating to heap leach material at Ruby Hill, Lone Tree and Granite Creek).

6.OTHER ASSETS


	September 30, 2024		December 31, 2023

Silver Purchase Agreement embedded derivative (i)	$	—	$	1,898
Forced conversion option (ii)	366		366
Other assets (iii)	1,278		1,703
Total other assets	1,644		3,967
Less current portion	1,278		3,202
Long-term portion	$	366	$	765

(i) The asset balance in the comparative period represents the embedded derivative in relation to the silver price included in the Silver Purchase Agreement as further described in Note 9 (v), Note 11 (vi) and Note 21 (d) of these Financial Statements.

(ii) The asset balance represents the forced conversion option included in the Convertible Debentures as further described in Note 9 (iii) and Note 21 (d) of these Financial Statements.

(iii) This balance represents other non-core assets acquired in the Argenta Property acquisition.

7.RESTRICTED CASH AND CASH EQUIVALENTS

Restricted cash relates to reclamation obligations, as further described in Note 20 of these Financial Statements. During the first quarter of 2024, $6.0 million in cash collateral was returned to the Company.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

8.PROPERTY, PLANT AND EQUIPMENT


Cost	Mine properties (i)		Development properties (ii)		Exploration, evaluation and pre-development properties (iii)		Buildings, plant and equipment		Total
Balance as at January 1, 2023	$	2,160	$	108,712	$	208,035	$	221,866	$	540,773
Additions	—		15,366		83,707		18,778		117,851
Disposals	—		—		—		(1,749)		(1,749)
IFRS 16 Right of Use assets	—		—		—		252		252
Change in estimate of provision for environmental rehabilitation	—		121		(2,508)		—		(2,387)
Transfers	—		(4,663)		—		4,663		—
Adjustments	—		—		—		(134)		(134)

Balance as at December 31, 2023	2,160		119,536		289,234		243,676		654,606
Additions	—		18,198		—		3,646		21,844
Disposals	—		—		—		(875)		(875)
IFRS 16 Right of Use assets	—		—		—		86		86

Change in estimate of provision for environmental rehabilitation	—		(25)		(987)		—		(1,012)

Balance as at September 30, 2024	$	2,160	$	137,709	$	288,247	$	246,533	$	674,649

Accumulated depreciation
Balance as at January 1, 2023	$	2,160	$	—	$	—	$	9,352	$	11,512
Depletion, depreciation and amortization	—		—		—		5,023		5,023
Disposals	—		—		—		(450)		(450)
Adjustments	—		—		—		(106)		(106)
Balance as at December 31, 2023	2,160		—		—		13,819		15,979
Depletion, depreciation and amortization	—		—		—		2,632		2,632
Disposals	—		—		—		(194)		(194)

Balance as at September 30, 2024	$	2,160	$	—	$	—	$	16,257	$	18,417

Net carrying amounts
Balance, December 31, 2023	$	—	$	119,536	$	289,234	$	229,857	$	638,627
Balance as at September 30, 2024	$	—	$	137,709	$	288,247	$	230,276	$	656,232

(i)Mine properties include the Ruby Hill Archimedes open pit, fully depleted in 2021.

(ii)Development properties include Granite Creek.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

(iii)Exploration, evaluation and pre-development properties:


Property	January 1, 2024		Additions		Change in estimate of environmental provision		September 30, 2024
Ruby Hill, Nevada	$	92,076	$	—	$	24	$	92,100
Lone Tree, Nevada	51,410		—		(914)		50,496
McCoy-Cove, Nevada	66,157		—		(108)		66,049
FAD, Nevada	78,218		—		—		78,218
Other	1,373		—		11		1,384
Total	$	289,234	$	—	$	(987)	$	288,247


Property	January 1, 2023		Additions		Change in estimate of environmental provision		December 31, 2023
Ruby Hill, Nevada	$	92,889	$	—	$	(813)	$	92,076
Lone Tree, Nevada	52,533		—		(1,123)		51,410
McCoy-Cove, Nevada	61,203		5,489		(535)		66,157
FAD, Nevada	—		78,218		—		78,218
Other	1,410		—		(37)		1,373
Total	$	208,035	$	83,707	$	(2,508)	$	289,234

(iv)Depreciation, depletion and amortization on property, plant and equipment during the three and nine months ended September 30, 2024 and 2023 include amounts allocated to:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Depreciation, depletion and amortization	$	552	$	1,444	$	1,003	$	5,589
Recorded in exploration, evaluation and pre-development	167		29		474		83
Recorded in general and administrative	109		114		342		329
Recorded in property maintenance	—		265		841		833
Depreciation, depletion and amortization capitalized into properties	187		31		(14)		69

	1,015		1,883		2,646		6,903
Inventory movement	(64)		(619)		(14)		(2,968)
Total depletion, depreciation and amortization	$	951	$	1,264	$	2,632	$	3,935

(v)The Company’s leased assets include buildings and vehicles. Right-of-use assets include:


	Buildings		Equipment		Total
As at December 31, 2022	$	370	$	152	$	522
Additions	143		100		243
Terminations	—		(90)		(90)
Depreciation	(238)		(108)		(346)
As at December 31, 2023	275		54		329
Additions	—		44		44
Termination	—		(7)		(7)
Depreciation	(180)		(46)		(226)
As at September 30, 2024	$	95	$	45	$	140

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

(a)Acquisitions and option agreements

Ruby Hill Property

During the fourth quarter of 2023 the Company entered into a non-binding term sheet in connection with a potential joint venture with an arm's length party at the Company's Ruby Hill property. In connection with the term sheet, the Company granted the potential partner exclusivity for a period of 120 days subject to extension for an additional 60-day period, in order to complete metallurgical due diligence and negotiate definitive documents. During the exclusivity period, the Company completed a drill campaign, funded by the potential partner. During the first quarter of 2024, the Company received funding of $2.1 million from the potential partner for costs incurred in relation to the potential joint venture. The Company has elected to no longer proceed with joint venture discussions.

Granite Creek Project

As part of the consideration for the Company's acquisition of Osgood Mining Company LLC ("Osgood") from Waterton Global Resource Management, Inc. (“Waterton”), the Company assumed a contingent value rights obligation which included a payment to Waterton in the amount of $5.0 million upon the public announcement of a positive production decision related to the Granite Creek Project (underground or open pit) (the "Production Payment"), and an additional $5.0 million upon production of the first ounce of gold (excluding ordinary testing and bulk sampling programs) following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce (the "Price Payment").

The Osgood acquisition was accounted for as an asset acquisition as management determined that substantially all the fair value of the gross assets acquired were concentrated on the Granite Creek Project mineral property. For contingent consideration and payments related to asset acquisitions, an accounting policy choice exists, and an entity may recognize a liability for the expected variable payments at the time control of the underlying asset is obtained or they may only recognize such a liability as the related activity that gives rise to the variability occurs. For the Osgood acquisition, management did not recognize a liability for contingent payments as the conditions required for these payments had not been met as of the date the assets were acquired.

In the third quarter of 2022, the Company paid Waterton $5.0 million in cash as part of the contingent value rights Production Payment. The $5.0 million Production Payment is recorded in property, plant and equipment on the consolidated statements of financial position.

In the first quarter of 2024, the Company paid Waterton $3.6 million as part of the contingent value rights Price Payment. Consideration paid to Waterton consisted of 2.7 million common shares of the Company valued at $3.6 million. In the second quarter of 2024, the Company paid Waterton $1.4 million in cash in full satisfaction of the $5.0 million Price Payment. The $5.0 million Price Payment is recorded in property, plant and equipment on the consolidated statements of financial position.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

(b)Summary of mineral property Net Smelter Return ("NSR") royalties (as at September 30, 2024)


Active properties			NSR (i)
Granite Creek			1-4% NSR Royal Gold/D.M. Duncan
			3-5% NSR Royal Gold
			2% NSR Franco-Nevada/S&G Pinson
			Portions of 7.5% NSR Stoffer/Noceto/Phillips
			2% NSR Stoffer/Noceto/Phillips/Murphy/Christison
			10% NPI Gold Royalty
			2% Franco-Nevada
			0.5% NSR Nevada Gold Mines
Ruby Hill			2.5% NSR Placer Dome U.S. Inc.
			3% Biale Trust
			4% NSR Asarco Incorporated
			3% RG Royalties
Lone Tree			5% NSR VEK/Andrus
			1% NSR Franco-Nevada Mining Corporation, Inc.
			4% NSR Bronco Creek, Inc.
			5% NSR Marigold Mining Company
			5% NSR Richardson
			5% NSR BTF Properties
			0.5%-1.5% NSR Newmont USA Limited
McCoy-Cove, Nevada			1.5% NSR Maverix Metals Inc.
			2% NSR Maverix Metals Inc.
			2% NSR Chiara
Tabor, Nevada			3% NSR Renaissance
Golden Hill			4% NSR Asarco Incorporated
			3% NSR RG Royalties
			0.5-1.5% NSR Royalty Consolidation Company
			3% Biale Trust
			4.0% Herrera
			2.0% MacKenzie
			4.0% Fulton/Wycosky

(i)These royalties are tied to specific mining claims and may not apply to the entire property.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

9.LONG-TERM DEBT


	Orion Convertible Loan (i)		Sprott Convertible Loan (ii)		Convertible Debentures (iii)		Gold Prepay Agreement (iv)		Silver Purchase Agreement (v)		Other		Total
As at January 1, 2023	$	39,741	$	8,903	$	—	$	34,004	$	32,447	$	781	$	115,876
Fair value on inception	—		—		42,459		18,108		—		—		60,567
Additions and adjustments	—		315		—		—		—		239		554
Amortization of finance costs	438		—		378		72		20		—		908
Principal repayment	—		(2,038)		—		(17,043)		(6,231)		(449)		(25,761)
Finance charge	7,790		1,291		6,930		8,691		3,427		1		28,130
As at December 31, 2023	47,969		8,471		49,767		43,832		29,663		572		180,274

Additions and adjustments	—		—		—		(396)		(292)		(23)		(711)
Amortization of finance costs	423		—		435		92		25		—		975
Principal repayment	—		—		—		(19,843)		(8,475)		(344)		(28,662)
Finance charge	6,795		1,000		7,000		7,716		2,376		—		24,887
As at September 30, 2024	$	55,187	$	9,471	$	57,202	$	31,401	$	23,297	$	205	$	176,763
Less current portion	55,187		9,471		—		21,326		6,785		104		92,873
Long-term portion	$	—	$	—	$	57,202	$	10,075	$	16,512	$	101	$	83,890

(i)Orion Convertible Loan

On December 13, 2021, the Company entered into a Convertible Credit Agreement with OMF Fund III (F) Ltd., an affiliate of Orion to borrow $50 million (the "Orion Convertible Loan"). The Orion Convertible Loan bears interest at a rate of 8.0% annually and matures on December 13, 2025. The Orion Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature that are considered embedded derivatives by the Company. The change of control feature and conversion feature are classified as derivative financial liabilities, measured at FVTPL, whereas the forced conversion feature is classified as an equity instrument measured at fair value on inception and is not subsequently remeasured. During the period ended September 30, 2024, none of the features were exercised. The derivative financial liability was recorded at $13.6 million at inception and $1.8 million at September 30, 2024 (December 31, 2023 - $9.0 million). For the three and nine months ended September 30, 2024, the Company recorded a fair value loss of $0.6 million and gain of $7.3 million, respectively (2023 - gain of $11.7 million and $19.9 million, respectively) related to the valuation of the embedded derivatives through the statement of loss as further described in Note 17 of these Financial Statements. The equity instrument was recorded at $2.0 million at inception and period end. Interest expense is calculated by applying the effective interest rate of 18.90% to the host liability component. The effective interest rate is calculated based on the host liability component after deducting embedded derivatives and transactions costs. Interest expense is included in finance expense.

The initial fair value of the liability portion of the convertible loan was determined using a market interest rate for an equivalent non- convertible loan at the issue date. The liability is subsequently recognized on an amortized cost basis until extinguished on change of control, conversion or maturity of the loan. The remainder of the proceeds, after removing components classified as liabilities, is allocated to the forced conversion option and recognized in shareholder's equity, net of income tax, and not subsequently remeasured.

As a result of the amendments to IAS 1 as further described in Note 2 (e) of these Financial Statements, the Orion Convertible Loan, including the conversion feature classified as a derivative liability, both of which were previously classified as non-current liabilities, have been reclassified within current liabilities in the statement of financial position at December 31, 2023 to reflect the retrospective application of the amendments to IAS 1.

(ii)Sprott Convertible Loan

On December 10, 2021, the Company entered into a Convertible Credit Agreement with a fund managed by Sprott Asset Management USA, Inc. and a fund managed by CNL Strategic Asset Management, LLC (“Sprott”) to borrow $10 million (the "Sprott Convertible Loan"). The Sprott Convertible Loan bears interest at a rate of 8.0% annually and matures on December 9, 2025. The Sprott Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature that are considered embedded derivatives by the Company. The change of control feature and conversion feature are classified as derivative financial liabilities, measured at FVTPL whereas the forced conversion feature is classified as an equity instrument measured at fair value on inception and is not subsequently remeasured.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

During the second quarter of 2023, Sprott converted $1.8 million in principal and $0.2 million in interest into 0.8 million common shares of the Company. During the period ended September 30, 2024, none of the features were exercised. The derivative financial liability was recorded at $2.7 million at inception and $0.3 million at September 30, 2024 (December 31, 2023 - $1.5 million). For the three and nine months ended September 30, 2024, the Company recorded a fair value loss of $0.1 million and gain of $1.2 million, respectively (2023 - gain of $1.9 million and $4.1 million, respectively) related to the valuation of the embedded derivatives through the statement of loss as further described in Note 17 of these Financial Statements. The equity instrument was recorded at $0.4 million at inception and $0.3 million at period end. Interest expense is calculated by applying the effective interest rate of 14.92% to the host liability component. The effective interest rate is calculated based on the host liability component after deducting embedded derivatives. Interest expense is included in finance expense.

The initial fair value of the liability portion of the convertible loan was determined using a market interest rate for an equivalent non- convertible loan at the issue date. The liability is subsequently recognized on an amortized cost basis until extinguished on control, conversion or maturity of the loan. The remainder of the proceeds, after removing components classified as liabilities, is allocated to the forced conversion option and recognized in shareholder's equity, net of income tax, and not subsequently remeasured.

Under the Sprott Convertible Loan and Orion Convertible Loan (the "Convertible Loans"), if a change of control occurs prior to the maturity date, the Company shall make an offer to prepay the Convertible Loans in cash, in an amount equal to 101% of the then outstanding principal amount. Outstanding amounts under the Convertible Loans are convertible into common shares of the Company at any time prior to maturity at the option of the applicable respective lender (a) in the case of the outstanding principal, C$3.275 per common share, and (b) in the case of accrued and unpaid interest, subject to TSX approval, at the market price of the common shares on the TSX at time of the conversion of such interest. Commencing 120 days following the closing date of the Convertible Loans, on any date when the volume weighted average price equals or exceeds 150% of the conversion price for each of the preceding 20 days, the Company may at its option elect to require the lenders to convert at the conversion price all of the then outstanding principal amount and any accrued and unpaid interest into common shares of the Company.

As a result of the amendments to IAS 1 as further described in Note 2 (e) of these financial statements, the Sprott Convertible Loan, including the conversion feature classified as a derivative liability, both of which were previously classified as non-current liabilities, have been reclassified within current liabilities in the statement of financial position at December 31, 2023 to reflect the retrospective application of the amendments to IAS 1.

Subsequent to the period ended September 30, 2024, Sprott converted $3.6 million in principal and subject to obtaining approval of the TSX $0.9 million in interest of the Sprott Convertible Loan into 2.1 million common shares of the Company. On October 31, 2024, upon approval of the TSX the Company issued 2.1 million common shares to Sprott.

(iii)Convertible Debentures

On February 22, 2023, the Company closed a private placement offering of $65 million principal amount of secured convertible debentures (the "Convertible Debentures") of the Company. The Convertible Debentures bear interest at a fixed rate of 8.00% per annum and will mature on February 22, 2027. Outstanding amounts under the Convertible Debentures are convertible into common shares of the Company at any time prior to maturity at the option of the applicable respective lender (a) in the case of the outstanding principal, $3.38 per common share, and (b) in the case of accrued and unpaid interest, subject to TSX approval, at the market price of the common shares at time of the conversion of such interest.

The Convertible Debentures contain a conversion feature, a change of control feature, and a forced conversion feature that are considered embedded derivatives by the Company. The change of control feature is classified as a derivative financial liability and the forced conversion feature is classified as a derivative financial asset, both measured at FVTPL whereas the conversion feature is classified as an equity instrument measured at fair value on inception and is not subsequently remeasured. During the period ended September 30, 2024, none of the features were exercised. The change of control liability was recorded at $1.4 million at inception and nil at September 30, 2024 (December 31, 2023 - nil) and the forced conversion asset was recorded at $0.9 million at inception and $0.4 million at September 30, 2024 (December 31, 2023 - $0.4 million). The equity instrument was recorded at $18.9 million at inception and at September 30, 2024. Interest expense is calculated by applying the effective interest rate of 19% to the host liability component. The effective interest rate is calculated based on the host liability component after deducting embedded derivatives and transactions costs. Interest expense is included in finance expense.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

Under the Convertible Debentures if a change of control occurs prior to the maturity date, the Company shall make an offer to prepay the Convertible Debentures in cash, in an amount equal to 104% of the then outstanding principal amount, plus accrued and unpaid interest on such Convertible Debentures up to, and including, the change of control purchase date. The holder of the Convertible Debentures shall have the right, at any time, to convert all or any portion of the principal amount of the Convertible Debentures into common shares of the Company at the conversion price of $3.38 per common share. The holder shall also have the option to elect to convert all or any portion of the accrued and unpaid interest into common shares at a price equal to the greater of (i) the conversion price, (ii) the current market price of the common shares on NYSE at the time of the conversion of such amounts owing, or (iii) 5-day VWAP of the common shares on the TSX. If after 120 days after the issue date and prior to the maturity date, the VWAP of the common shares of the Company as measured in U.S. dollars on the NYSE American equals or exceeds 150% of the conversion price for 20 consecutive trading days, the Company shall have right to convert all but not less than all of the principal amount of the Convertible Debentures, and subject to the approval of the TSX or any applicable stock exchange, all accrued and unpaid interest on the Convertible Debentures (however, that such conversion price of the accrued and unpaid interest must not be less than the VWAP of the common shares on the TSX during the five trading days immediately preceding the relevant date), into common shares at the conversion price. The Convertible Debentures are not redeemable prior to the maturity date. Certain directors and/or officers of the Company subscribed for $0.23 million in principal amount of Convertible Debentures under the offering.

(iv)Gold Prepay Agreement

On December 13, 2021, the Company entered into a gold prepay agreement with Orion (the "Gold Prepay Agreement"). In April 2022, the Gold Prepay Agreement was amended to adjust the quantity of the quarterly deliveries of gold, but not the aggregate amount of gold, to be delivered by the Company to Orion over the term of the Gold Prepay Agreement. Under the terms of the amended Gold Prepay Agreement, in exchange for $41.9 million, the Company is required to deliver to Orion 3,100 troy ounces of gold for the quarter ending June 30, 2022, and thereafter, 2,100 troy ounces of gold per calendar quarter until September 30, 2025, for aggregate deliveries of 30,400 troy ounces of gold.

On September 20, 2023, the Company entered into an A&R Gold Prepay Agreement with Orion pursuant to which the Company received aggregate gross proceeds of $20.0 million (the "2023 Gold Prepay Accordion") structured as an additional accordion under the existing Gold Prepay Agreement. The 2023 Gold Prepay Accordion will be repaid through the delivery by the Company to Orion of 13,333 troy ounces of gold over a period of 12 quarters, being 1,110 troy ounces of gold per quarter over the delivery period with the first delivery being 1,123 troy ounces of gold. The first delivery will occur on March 31, 2024, and the last delivery will occur on December 31, 2026.

On March 28, 2024, the Company entered into an amending agreement in relation to the A&R Gold Prepay Agreement with Orion pursuant to which the March 31, 2024 quarterly delivery of 3,223 troy ounces of gold was extended from March 31, 2024, to April 15, 2024 (the "First Amending Agreement").

On April 24, 2024, the Company entered into a Second A&R Gold Prepay Agreement with Orion as further described in Note 4 of these Financial Statements. Pursuant to the Second A&R Gold Prepay Agreement, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the A&R Gold Prepay Agreement until May 10, 2024. In addition, if the Company meets the Gold Option Criteria (as further described in Note 4 of these Financial Statements) it may elect to defer the deadline to deliver any of its quarterly gold delivery obligations for the 2024 calendar year by delivering to Orion, on or before September 30, 2025, the adjusted quarterly gold quantities (multiplied by 1.15 for gold deliveries made prior to June 30, 2025 and 1.19 for gold deliveries made thereafter). The remaining terms of the Second A&R Gold Prepay Agreement remain substantially the same as the existing A&R Gold Prepay Agreement. The Company may request an increase in the prepayment by an additional amount not exceeding $50 million in aggregate in accordance with the terms of the Second A&R Gold Prepay Agreement.

The Second A&R Gold Prepay Agreement is recognized as a financial liability at amortized cost and it contains an embedded derivative in relation to the embedded gold price within the agreement that is measured at FVTPL each reporting period, as further described in Note 11 (v) and Note 21 (d) of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 24.48% to the financial liability. Interest expense is included in finance expense.

Management assessed the A&R Gold Prepay Agreement and determined that the modification was non-substantial. As a result, management accounted for the modification as an adjustment to the existing liability and used the original effective interest rate of the Gold Prepay Agreement to determine the fair value of the 2023 Gold Prepay Accordion. The 2023 Gold Prepay Accordion liability was recorded at fair value at inception of $18.1 million. Management assessed the Second A&R Gold Prepay Agreement and determined that the modification was non-substantial. For the three and nine months ended September 30, 2024, the Company recorded a loss on modification of nil and $0.7 million, respectively (2023 - loss of $1.8 million and $1.8 million, respectively) related to the Gold Prepay Agreement through the statement of loss as further described in Note 17 of these Financial Statements.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

On June 28, 2024, the Company entered into a Side Letter Agreement with Orion in relation to the June 30, 2024 quarterly delivery, whereby the Company agreed to deliver a minimum of 1,000 troy ounces of gold to Orion on or before July 1, 2024, and to deliver the remaining 2,210 troy ounces to Orion on or before August 31, 2024. During the third quarter of 2024, the Company delivered 5,420 troy ounces of gold to Orion, 2,210 troy ounces of gold in satisfaction of the outstanding June 30, 2024 gold delivery and 3,210 troy ounces of gold in full satisfaction of the September 30, 2024 quarterly delivery. For the three and nine months ended September 30, 2024, the Company incurred costs of $14.1 million and $23.8 million, respectively, in relation to gold delivered under the Gold Prepay Agreement. In connection with the Side Letter Agreement, the Company paid fees of $0.6 million to Orion.

As of September 30, 2024, the Company had delivered 25,343 troy ounces of gold towards the Gold Prepay Agreement with Orion, leaving 18,390 troy ounces of gold remaining to be delivered under the agreement. The current portion of the liability is $21.3 million as of September 30, 2024.

(v)Silver Purchase Agreement

On December 13, 2021, in exchange for $30.0 million, the Company entered into a silver purchase and sale agreement with Orion (the "Silver Purchase Agreement"). Under the Silver Purchase Agreement, commencing April 30, 2022, the Company will deliver to Orion 100% of the silver production from the Granite Creek and Ruby Hill projects until the delivery of 1.2 million ounces of silver, after which the delivery will be reduced to 50% until the delivery of an aggregate of 2.5 million ounces of silver, after which the delivery will be reduced to 10% of the silver production solely from Ruby Hill Project. Orion will pay the Company an ongoing cash purchase price equal to 20% of the prevailing silver price. Until the delivery of an aggregate of 1.2 million ounces of silver, the Company is required to deliver the following minimum amounts of silver ("the Annual Minimum Delivery Amount") in each calendar year: (i) in 2022, 300,000 ounces, (ii) in 2023, 400,000 ounces, (iii) in 2024, 400,000 ounces, and (iv) in 2025, 100,000 ounces. In the event that in a calendar year the amount of silver delivered under the Silver Purchase Agreement is less than the Annual Minimum Delivery Amount, the Company shall make up such difference (the “Shortfall Amount”) by delivering on or before the fifteenth day of the month immediately following such calendar year (the "Delivery Deadline"). At the Company’s sole option, the obligation to make up the Shortfall Amount to Orion may be satisfied by the delivery of refined gold instead of refined silver, at a ratio of 1/75th ounce of refined gold for each ounce of refined silver. The Silver Purchase Agreement was funded April 2022.

On January 12, 2024, the Company entered into an extension agreement in relation to the Silver Purchase Agreement with Orion pursuant to which the 2023 Shortfall Amount Delivery Deadline was extended from January 15, 2024, to April 15, 2024 (the "Extension Agreement"). In connection with the Extension Agreement the Company paid an amendment fee of $0.2 million and issued 0.5 million common share warrants exercisable at C$2.717 per share with an exercise period of 48 months or until January 24, 2028.

On April 24, 2024, the Company entered into an Amended Silver Purchase Agreement with Orion as further described in Note 4 of these Financial Statements. Pursuant to the Amended Silver Purchase Agreement, Orion agreed to extend the deadline for the outstanding deliveries required to be made on or before April 15, 2024 under the Amended Silver Purchase Agreement until May 10, 2024. If the Company meets the Stream Option Criteria (as further described in Note 4 of these Financial Statements) it may elect to defer the requirements to deliver its annual minimum delivery amount for 2024 (a “Stream Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted annual minimum delivery amount (multiplied by 1.07 for silver deliveries made prior to June 30, 2025 and 1.11 for silver deliveries made thereafter).

The Amended Silver Purchase Agreement is recognized as a financial liability at amortized cost and it contains two embedded derivatives as further described in Note 11 (vi) and Note 21 (d) of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 12.28% to the financial liability. Interest expense is included in finance expense.

Management assessed the Amended Silver Purchase Agreement and determined that the modification was non-substantial. For the three and nine months ended September 30, 2024, the Company recorded a loss on modification of nil and $0.4 million related to the Silver Purchase Agreement through the statement of loss as further described in Note 17 of these Financial Statements.

During the second quarter of 2024, the Company delivered 394,605 ounces of silver to Orion in full satisfaction of the 2023 Shortfall Amount. For the nine months ended September 30, 2024, the Company incurred costs of $8.4 million in relation to silver delivered under the Silver Purchase Agreement. As of September 30, 2024, the Company had delivered 700,000 ounces of silver towards the Silver Purchase Agreement with Orion. The current portion of the liability is $6.8 million as of September 30, 2024.

The obligations under the Second A&R Gold Prepay Agreement and Amended Silver Purchase Agreement are senior secured obligations of the Company and its wholly-owned subsidiaries Ruby Hill Mining Company LLC, and Osgood Mining Company LLC, and secured against the Ruby Hill project in Eureka County, Nevada and the Granite Creek project in Humboldt County, Nevada.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

10.PROVISION FOR ENVIRONMENTAL REHABILITATION

The Company's provision for environmental rehabilitation results from mining activities and previously mined property interests. The provision consists primarily of costs associated with mine reclamation and closure activities. These activities, which tend to be site specific, generally include costs for decommissioning the mill complex and related infrastructure, physical and chemical stability of the tailings area and, post-closure site security and monitoring costs. The Company considers such factors as changes in laws and regulations, and requirements under existing permits in determining the estimated costs. Such analysis is performed on an on-going basis.

The Company estimates that the undiscounted un-inflated value of the cash flows required to settle the provision is $65.8 million for the Lone Tree property, $18.4 million for the Ruby Hill property, $8.6 million for the McCoy-Cove property, $2.1 million for the Granite Creek property, and $1.2 million for the Argenta property. In calculating the best estimate of the Company's provision on a net present value basis, management used risk-free interest rates ranging from 3.58% to 4.19%. A reconciliation of the discounted provision is provided below:


	Granite Creek		Ruby Hill		Lone Tree		McCoy-Cove		Argenta		Total
Balance as at January 1, 2024	$	1,661	$	12,986	$	49,158	$	6,541	$	1,176	$	71,522

Change in estimate capitalized	(25)		24		(914)		(108)		11		(1,012)
Accretion expense	51		409		1,497		202		32		2,191
Reclamation expenditures	—		—		(426)		—		—		(426)

Balance as at September 30, 2024	1,687		13,419		49,315		6,635		1,219		72,275
Less current portion	—		—		519		—		—		519
Long-term portion	$	1,687	$	13,419	$	48,796	$	6,635	$	1,219	$	71,756


	Granite Creek		Ruby Hill		Lone Tree		McCoy-Cove		Argenta		Total
Balance as at January 1, 2023	$	1,473	$	13,273	$	48,898	$	6,812	$	1,170	$	71,626

Change in estimate capitalized	121		(813)		(1,123)		(535)		(37)		(2,387)
Accretion expense	67		526		1,923		264		43		2,823
Reclamation expenditures	—		—		(540)		—		—		(540)

Balance as at December 31, 2023	1,661		12,986		49,158		6,541		1,176		71,522
Less current portion	—		—		543		—		—		543
Long-term portion	$	1,661	$	12,986	$	48,615	$	6,541	$	1,176	$	70,979

11.OTHER LIABILITIES


	September 30, 2024		December 31, 2023
Warrant liability (i)	$	12,917	$	4,467
Share-based payment liability (ii)	1,401		1,184
Orion - Conversion and change of controls rights (iii)	1,777		9,028
Sprott - Conversion and change of controls rights (iii)	285		1,459
Offtake liability (iv)	637		637
Gold Prepay Agreement embedded derivative (v)	9,589		1,676
Silver Purchase Agreement embedded derivative (vi)	4,681		—
Total other liabilities	31,287		18,451
Less current portion	24,447		16,562
Long-term portion	$	6,840	$	1,889

(i)Warrant liability

Bought Deal Public Offering

On May 1, 2024, in connection with the Offering discussed in Note 4 of these Financial Statements, the Company issued 34.8 million common share warrants exercisable at C$2.15 per share with an exercise period of 48 months. The warrants commenced trading on the TSX on May 1, 2024, under the symbol "IAU.WT". The trading value was used to determine the fair value at inception and for subsequent periods. The initial fair value of the warrants recognized on inception was $8.9 million and at September 30, 2024 $11.6 million. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $0.5 million was allocated to the warrant liability and included in general and administrative expenses in the statement of loss during the period ended September 30, 2024.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

Orion warrants

In connection with the Orion financing package the Company completed during the fourth quarter of 2021, the Company issued 5.5 million common share warrants exercisable at C$3.275 per share with an exercise period of 36 months or until December 13, 2024. On September 20, 2023, in connection with the A&R Gold Prepay Agreement the Company extended the expiry date by an additional twelve months to December 13, 2025. The initial fair value of the warrants recognized on inception was $3.5 million and at September 30, 2024 $0.5 million (December 31, 2023 - $2.0 million).

In connection with the A&R Gold Prepay Agreement entered into during the third quarter of 2023, the Company issued 3.8 million common share warrants exercisable at C$3.17 per share with an exercise period of 36 months or until September 20, 2026. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $1.9 million and at September 30, 2024 $0.6 million (December 31, 2023 - $1.8 million).

In connection with the Extension Agreement entered into during the first quarter of 2024, the Company issued 0.5 million common share warrants exercisable at C$2.72 per share with an exercise period of 48 months or until January 24, 2028. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $0.3 million and at September 30, 2024 $0.2 million.

Paycore replacement warrants

In connection with the Paycore acquisition discussed in Note 4 of these Financial Statements, the Company issued a total of 3.8 million common share warrants for Paycore warrants outstanding on the date of acquisition. The replacement warrants are comprised of 0.2 million common share warrants at an exercise price of C$3.09 per common share until April 20, 2024, 0.3 million common share warrants at an exercise price of C$2.40 per common share until February 9, 2025, and 3.3 million common share warrants at an exercise price of C$4.02 per common share until May 2, 2025. The initial fair value of the warrants recognized on inception was $2.7 million and at September 30, 2024 $0.1 million (December 31, 2023 - $0.6 million). On April 20, 2024, 0.2 million common share warrants at an exercise price of C$3.09 per common share expired.

Waterton warrants

In connection with the acquisition of Osgood the Company issued to Waterton 12.1 million common share warrants which are exercisable into one fully paid and non-assessable common share of the Company at an exercise price of C$3.64 per share until April 14, 2024. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $6.1 million and at September 30, 2024 nil (December 31, 2023 - $0.1 million). During the first quarter of 2023, Waterton exercised 0.4 million warrants to purchase 0.4 million common shares of the Company. On April 14, 2024, the remaining balance of 11.7 million common share warrants expired.

The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in USD. Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in profit or loss. For the three and nine months ended September 30, 2024, the Company recorded a fair value loss of $3.6 million and gain of $0.7 million, respectively (2023 - gain of $7.4 million and $17.5 million, respectively) through the statement of loss as further described in Note 17 of these Financial Statements.

As a result of the amendments to IAS 1 as further described in Note 2 (e) of these Financial Statements, the warrants which were previously classified within non-current liabilities, have been reclassified within current liabilities in the statement of financial position at December 31, 2023 to reflect the retrospective application of the amendments.

The fair value of the warrants, excluding warrants issued in connection with the Offering, were calculated using the Black-Scholes option pricing model, or a Monte Carlo simulation model, if applicable taking into the account the four month hold restriction, and with the following weighted average assumptions:


	September 30, 2024	December 31, 2023
Risk-free rate	2.69% to 4.00%	3.45% to 5.08%
Warrant expected life	4 to 40 months	3 to 33 months
Expected volatility	56% to 82%	42% to 54%
Expected dividend	0%	0%
Share price	C$1.57	C$2.33

As of September 30, 2024, there were 48,185,249 warrants outstanding (December 31, 2023 - 24,716,409).

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

(ii)Share-based payment liability

The Company recognized a share-based payment liability of $1.4 million at September 30, 2024 (December 31, 2023 - $1.2 million) under the Company's restricted and deferred share unit plans as discussed in Note 12 (e) of these Financial Statements. The current portion of the liability is $1.2 million at September 30, 2024 (December 31, 2023 - $0.9 million).

As a result of the amendments to IAS 1 as further described in Note 2 (e) of these Financial Statements, vested DSUs which were previously classified within non-current liabilities, have been reclassified within current liabilities in the statement of financial position at December 31, 2023 to reflect the retrospective application of the amendments.

(iii)Conversion and change of control right

The financial liability represents the conversion and change of control rights included in the Orion and Sprott Convertible Loans as further described in Note 9 (i), Note 9 (ii) and Note 21 (d) of these Financial Statements.

(iv)Offtake liability

The financial liability represents the gold look back component of the offtake agreement. The Company originally entered into an offtake agreement with Orion in April 2021 (the “Offtake Agreement”) to sell (i) an aggregate of 29,750 ounces of refined gold for 2021, and (ii) up to an aggregate of 31,500 ounces of refined gold annually (the "Annual Gold Quantity") from the Company's Eligible Projects until March 1, 2027. The Offtake Agreement was amended and restated (the “A&R Offtake Agreement”) in December 2021. The main amendments reflected in the A&R Offtake Agreement include the increase in the term of the agreement to December 31, 2028, the inclusion of the Granite Creek and Ruby Hill projects, and the increase of the annual gold quantity to up to an aggregate of 37,500 ounces in respect of the 2022 and 2023 calendar years and up to an aggregate of 40,000 ounces in any calendar year after 2023. The final purchase price to be paid by Orion will be, at Orion’s option, a market referenced gold price in US dollars per ounce during a defined pricing period before and after the date of each sale. In the event that the Company does not produce the Annual Gold Quantity in any given year, the obligation is limited to those ounces actually produced. During 2022, Orion assigned all of its rights, title and interest under the A&R Offtake Agreement to TRR Offtakes LLC ("Trident").

(v)Gold Prepay Agreement embedded derivative

The financial liability represents the embedded derivative in relation to the fixed gold price included in the Gold Prepay Agreement as further described in Note 9 (iv) and Note 21 (d) of these Financial Statements. The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss. For the three and nine months ended September 30, 2024, the Company recorded a fair value loss of $3.0 million and $7.9 million, respectively (2023 - gain of $2.2 million and loss of $0.1 million, respectively) related to the valuation of the embedded derivative through the statement of loss as further described in Note 17 of these Financial Statements. As of September 30, 2024, the current portion of the Gold Prepay Agreement embedded derivative liability was $6.9 million.

(vi)Silver Purchase Agreement embedded derivative

The liability balance represents the embedded derivative in relation to the silver price included in the Silver Purchase Agreement as further described in Note 9 (v) and Note 21 (d) of these Financial Statements. The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss. For the three and nine months ended September 30, 2024, the Company recorded a fair value loss of $1.3 million and $6.6 million, respectively (2023 - gain of $0.8 million and $1.3 million, respectively) related to the valuation of the embedded derivative through the statement of loss as further described in Note 17 of these Financial Statements. As of September 30, 2024, the current portion of the Silver Purchase Agreement embedded derivative liability was $1.4 million.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

(vii)Deferred consideration

In connection with the acquisition of Ruby Hill the Company recorded a financial liability associated with the milestone payments. The four milestone payments and corresponding early prepayment options are as follows:

•$17 million in cash and/or shares of i-80 Gold payable on the earlier of 60 days following the issuance of a press release by the Company regarding the completion of a new or updated Mineral Resource estimate for Ruby Hill or 15 months after closing, based on the market price of i-80 Gold's shares at the time of such payment (the "First Milestone Payment");

•$15 million in cash and/or shares of i-80 payable on the earlier of 60 days following the issuance of a press release by the Company regarding the completion of a Feasibility Study for Ruby Hill or 24 months after closing, based on the market price of i-80 Gold's shares at the time of such payment (the "Second Milestone Payment"). An early prepayment option to reduce the payment by $5 million to $10 million is available if the payment is made less than 15 months after closing and if the payment in shares of the Company does not exceed up to $7.5 million of the total amount, at the Company's discretion.

•$15 million in cash and/or shares of i-80 Gold payable on the earlier of 30 months after closing and 90 days following the announcement by the Company of a construction decision related to a deposit on any portion of Ruby Hill that is not currently being mined, based on the market price of i-80 Gold's shares at the time of such payment (the "Third Milestone Payment"); and

•$20 million in cash and/or shares of i-80 Gold payable on the earlier of 36 months after closing and 90 days following the announcement by the Company of achieving Commercial Production related to a deposit on any portion of Ruby Hill that is not currently being mined, priced based on the market price of i-80 Gold's shares at the time of such payment (the "Fourth Milestone Payment"). An early prepayment option to reduce the payment for the third and fourth milestone payments to $20 million is available if the payments are done prior to 24 months after closing, if the payment in shares of the Company did not exceed up to $10 million of the total amount, at the Company's discretion, and if shares held by Waterton do not exceed 9.99% of the outstanding shares of the Company.

During the first quarter of 2023, the Company exercised the early prepayment option and paid to Waterton total consideration of $27.0 million in satisfaction of the First and Second Milestone Payment. Consideration paid to Waterton consisted of $11.0 million in cash and 5.5 million common shares of the Company valued at $16.0 million.

During the fourth quarter of 2023, the Company exercised the early prepayment option and paid to Waterton total consideration of $20.0 million in satisfaction of the Third and Fourth Milestone Payment. Consideration paid to Waterton consisted of $10.0 million in cash and 6.6 million common shares of the Company valued at $10.0 million. The deferred consideration due under the terms of the acquisition of Ruby Hill have been fully satisfied.

The Company recognized the liability at fair value with changes in fair value recognized in profit or loss. The initial fair value of the liability recognized on inception was $41.9 million. For the three and nine months ended September 30, 2024, the Company recognized a loss on the revaluation of the liability of nil (2023 - $0.4 million and $1.1 million, respectively) through the statement of loss as further described in Note 17 of these Financial Statements. The deferred consideration was fully satisfied in 2023, as a result no further gains or losses have been recorded.

12.SHARE CAPITAL

(a)Authorized share capital

At September 30, 2024, the authorized share capital consisted of an unlimited number of common shares without par value.

(b)Issued share capital

During the third quarter of 2024, the Company issued 11.5 million common shares under the ATM Program at a weighted average share price of $1.14 per common share for total gross proceeds of $13.1 million. Transaction costs incurred of $0.4 million are presented as a reduction to share capital.

On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million Units at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately $83.5 million (C$115.0 million). Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. The 34.8 million common share warrants issued in connection with the offering were valued at $8.9 million at inception using the closing price of the warrants of C$0.35 on May 1, 2024. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $4.1 million was allocated to shares issued and presented as a reduction to share capital.

On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$1.73 for total gross proceeds of $1.4 million (C$2.0 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 8 (a) of these Financial Statements.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

On February 20, 2024, the Company completed a non-brokered private placement of common shares. An aggregate of 13.1 million shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of $17.4 million (C$23.5 million). Certain directors and/or officers of the Company subscribed for C$0.3 million in common shares under the private placement. Transaction costs incurred of $0.4 million are presented as a reduction to share capital.

On February 9, 2024, the Company issued 1.6 million common shares to Waterton at a price of C$1.80 for total gross proceeds of $2.1 million (C$2.9 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 8 (a) of these Financial Statements.

On October 16, 2023, the Company issued 6.6 million common shares to Waterton at a price of C$2.057 for total gross proceeds of $10.0 million (C$13.6 million) as partial consideration of the Third Milestone Payment and Fourth Milestone Payment related to the Ruby Hill deferred consideration, as further described in Note 11 (vii) of these Financial Statements.

On August 1, 2023, the Company completed a private placement of common shares led by CIBC Capital Markets on behalf of a syndicate of underwriters. An aggregate of 13.6 million shares were issued by the Company at a price of C$2.70 per common share for aggregate gross proceeds of $27.7 million (C$36.8 million). Certain directors and/or officers of the Company subscribed for C$0.5 million in common shares and a related party subscribed for C$2.7 million in common shares under the private placement, both of which are related party transactions.

On June 27, 2023, Sprott converted $1.8 million in principal and subject to obtaining approval of the TSX $0.2 million in interest of the Sprott Convertible Loan into 0.8 million common shares of the Company. On July 7, 2023, upon approval of the TSX the Company issued 0.8 million common shares to Sprott.

On May 9, 2023, in connection with the Paycore acquisition the Company issued 5.0 million common shares to Waterton in settlement of the contingent value rights agreement between Paycore and Waterton, as further described in Note 4 of these Financial Statements.

On May 5, 2023, the Company acquired 100% of the issued and outstanding shares of Paycore at the Exchange Ratio issuing 25.5 million common shares to Paycore shareholders, as further described in Note 4 of these Financial Statements.

On January 16, 2023, the Company issued 5.5 million common shares to Waterton at a price of C$3.8945 for total gross proceeds of $16.0 million (C$21.5 million) as partial consideration of the First Milestone Payment and Second Milestone Payment related to the Ruby Hill deferred consideration, as further described in Note 11 (vii) of these Financial Statements.

The Company issued 0.9 million common shares for stock options and warrants exercised during the nine months ended September 30, 2024 (2023 - 0.8 million) and received proceeds of $0.9 million (2023 - $1.9 million).

(c)Share option plan

The Company has a share option plan (the "Plan") which is restricted to directors, officers, key employees and consultants of the Company. The number of common shares subject to options granted under the Plan (and under all other management options and employee stock purchase plans) is limited to 10% in the aggregate and 1% with respect to any one optionee of the number of issued and outstanding common shares of the Company at the date of the grant of the option. Options issued under the Plan may be exercised during a period determined by the Company's Board of Directors which cannot exceed ten years. Vesting periods may range from immediate to five years.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

(d)Stock options

The continuity of stock options issued and outstanding are as follows:


	Options outstanding #	Weighted average price C$
Outstanding at December 31, 2022	7,878,746	2.30
Issued in Paycore Acquisition	1,727,200	1.89
Granted	2,088,687	3.20
Exercised	(526,798)	2.59
Expired	(16,000)	2.91
Forfeited	(92,590)	2.69
Outstanding at December 31, 2023	11,059,245	2.39
Granted	941,316	1.74
Exercised	(943,600)	1.34
Expired	(299,843)	1.89
Forfeited	(63,207)	3.21
Outstanding at September 30, 2024	10,693,911	2.43

The weighted average share price at the date of exercise for the nine months ended September 30, 2024 was C$1.85 (2023 - C$3.17).

At September 30, 2024, the following options were outstanding, and outstanding and exercisable:


	Outstanding			Outstanding and Exercisable
Exercise price CAD	Options #	Weighted average exercise price C$	Weighted average remaining life in years	Options #	Weighted average exercise price C$	Weighted average remaining life in years
$0.59 - $2.07	3,052,916	$1.46	2.39	2,671,938	$1.42	2.10
$2.08 - $2.64	2,929,712	$2.55	2.42	2,929,712	$2.55	2.42
$2.65 - $3.17	2,408,550	$2.72	1.81	2,408,550	$2.72	1.81
$3.18 - $3.67	2,302,733	$3.26	3.06	1,847,889	$3.27	2.98
	10,693,911	$2.43	2.41	9,858,089	$2.42	2.29

Total vested stock options at September 30, 2024 were 9,858,089 (December 31, 2023 - 9,081,403) with a weighted average exercise price of C$2.42 (December 31, 2023 - C$2.25).

The Company applies the fair value method of accounting for all share-based compensation awards and accordingly, $0.7 million was recorded for options issued as compensation during the nine months ended September 30, 2024 (2023 - $1.8 million) per the table in (f) share-based payments below. The options had a weighted average grant date fair value of C$1.74 at September 30, 2024. As of September 30, 2024, there were 835,822 unvested stock options (December 31, 2023 - 1,977,842).

For purposes of the options granted, the fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model, with the following assumptions:


	September 30, 2024	December 31, 2023
Risk-free interest rate	3.84% to 4.05%	3.47% to 4.03%
Annualized volatility based on historic volatility	52% to 53%	52% to 60%
Expected dividend	Nil	Nil
Forfeiture rate	4.1% to 4.2%	0.0% to 4.4%
Expected option life	2 to 3.5 years	2.4 to 3.5 years

(e)Restricted and Deferred Share Unit Plan

The Company adopted the restricted share unit ("RSU") plan to allow the Board of Directors to grant its employees non-transferable share units based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three-year period. The RSUs are settled in cash or equity at the option of the Company.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

The Company adopted the DSU plan to grant members of its Board of Directors non-transferable share units based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three-year period. DSUs must be retained until the Director leaves the Board, at which time the awards will be settled in cash or equity at the option of the Company.

The following table summarizes the continuity of the RSUs and DSUs for the period ended September 30, 2024:


	RSUs outstanding #	DSUs outstanding #
Outstanding at December 31, 2022	465,642	175,091
Granted	731,543	167,374
Settled	(464,159)	—
Forfeited	(31,271)	—
Outstanding at December 31, 2023	701,755	342,465
Granted	3,453,243	481,905
Settled	(1,093,866)	—
Forfeited	(184,141)	—
Outstanding at September 30, 2024	2,876,991	824,370

As the RSUs and DSUs are expected to be settled in cash, at September 30, 2024 a current liability of $1.2 million and a long-term liability of $0.2 million was outstanding and included in other liabilities (December 31, 2023 - $0.9 million and $0.2 million, respectively). For the nine months ended September 30, 2024, $1.2 million has been recorded as an expense and included in share-based payments (2023 - $0.7 million). The total fair value of the vested and unvested RSUs and DSUs at September 30, 2024 was C$5.8 million (December 31, 2023 - C$2.4 million).

For purposes of the vesting of the RSUs and DSUs, the fair value of the liability was estimated using the share price of the valuation date and an expected weighted average forfeiture rate of 4% and nil, respectively.

(f)Share-based payments

The following table summarizes share-based payment expense included in the statement of loss during the three and nine months ended September 30, 2024 and 2023:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Stock option	$	214	$	352	$	723	$	1,793
RSUs and DSUs	580		(108)		1,212		662
Total	$	794	$	244	$	1,935	$	2,455

13.BASIC AND DILUTED LOSS PER SHARE

Basic loss per share is calculated based on the weighted average number of common shares and common share equivalents outstanding during the three and nine months ended September 30, 2024, and 2023. Diluted loss per share is based on the assumption that stock options and warrants that have an exercise price less than the average market price of the Company's common shares during the period have been exercised on the later of the beginning of the year and the date granted. Net loss and basic weighted average shares outstanding are reconciled to diluted loss and diluted weighted average shares outstanding, respectively, as follows:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Loss for the period	$	(38,061)	$	(4,199)	$	(90,606)	$	(33,278)

Basic and diluted weighted average shares outstanding	386,474,070		287,128,970		350,581,065		266,207,340



Basic and diluted loss per share	$	(0.10)	$	(0.01)	$	(0.26)	$	(0.13)

Stock options of 10,693,911 (Note 12 (d)) and warrants of 48,185,249 (Note 11 (i)) were excluded from the computation of diluted weighted average shares outstanding for the three and nine months ended September 30, 2024 (2023 - 11,101,241 and 24,716,409, respectively) as their effect would be anti-dilutive.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

14.SUPPLEMENTAL CASH FLOW INFORMATION

(i) The following table summarizes the changes in non-cash working capital balances:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Receivables	$	1,374	$	849	$	1,976	$	(74)

Prepaids and deposits	—		1,347		(242)		12
Inventory	(2,649)		(949)		(4,469)		(5,558)
Accounts payable and accrued liabilities	(819)		293		(9,273)		4,157
(Decrease) increase in working capital	$	(2,094)	$	1,540	$	(12,008)	$	(1,463)

(ii) The following table summarizes non-cash items included in other (expense) income:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
(Loss) gain on warrants valuation	$	(3,587)	$	7,357	$	687	$	17,532
(Loss) gain on Convertible Loans derivative valuation	(721)		13,574		8,424		24,037
Gain on Convertible Debenture derivative valuation	—		—		—		900
Loss on deferred consideration	—		(357)		—		(1,135)
Gain on investments	—		—		—		997
(Loss) gain on sales from Gold Prepay Agreement	(2,914)		284		(3,975)		546
(Loss) gain on Gold Prepay derivative valuation	(2,998)		2,190		(7,913)		(63)
(Loss) gain on Silver Purchase derivative valuation	(1,276)		822		(6,579)		1,274
Loss on Gold Prepay Agreement modification	—		(1,831)		(667)		(1,831)
Loss on Silver Purchase Agreement modification	—		—		(440)		—
Other	6		(1,100)		203		(601)
Total non-cash items included in other (expense) income	$	(11,490)	$	20,939	$	(10,260)	$	41,656

15.EXPLORATION, EVALUATION AND PRE-DEVELOPMENT

(i) The following table summarizes the Company's exploration, evaluation and pre-development expenditures by property:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Granite Creek, Nevada	$	1,651	$	1,777	$	4,072	$	2,184
Ruby Hill, Nevada	354		3,484		986		15,024
McCoy-Cove, Nevada	3,984		3,184		8,512		10,241
Buffalo Mountain, Nevada	15		—		48		—
FAD, Nevada	15		1,538		238		2,282
Other	—		31		11		357
Total exploration, evaluation and pre-development	$	6,019	$	10,014	$	13,867	$	30,088

(ii) The following table summarizes the Company's exploration, evaluation and pre-development expenditures by activity:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Drilling	$	3,722	$	5,796	$	7,042	$	18,817
Assays	376		506		236		1,824
Salaries and benefits	384		424		1,235		1,119
Field support	299		1,012		1,372		2,695
Operating supplies	117		263		496		664
Studies and permits	181		1,055		648		2,074
Consulting and professional fees	672		793		1,970		2,479
Claim filing and maintenance fees	92		136		298		333
Depreciation & amortization	103		29		397		83
Insurance	73		—		173		—
Total exploration, evaluation and pre-development	$	6,019	$	10,014	$	13,867	$	30,088

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

16.GENERAL AND ADMINISTRATIVE


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Salaries and benefits	$	2,564	$	2,306	$	7,375	$	6,962
Corporate administration	1,312		1,076		4,752		4,504
Professional fees	678		754		3,012		2,258
Total general and administrative	$	4,554	$	4,136	$	15,139	$	13,724

17.OTHER (EXPENSE) INCOME


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
(Loss) gain on warrants valuation	$	(3,587)	$	7,357	$	687	$	17,532
(Loss) gain on Convertible Loans derivative valuation	(721)		13,574		8,424		24,037
Gain on Convertible Debenture derivative valuation	—		—		—		900
Loss on deferred consideration	—		(357)		—		(1,135)
Gain (loss) on foreign exchange	293		(77)		673		(32)
Gain on investments	—		—		—		997
(Loss) gain on sales from Gold Prepay Agreement	(2,914)		284		(3,975)		546
(Loss) gain on Gold Prepay derivative valuation	(2,998)		2,190		(7,913)		(63)
(Loss) gain on Silver Purchase derivative valuation	(1,276)		822		(6,579)		1,274
Loss on Gold Prepay Agreement modification	—		(1,831)		(667)		(1,831)
Loss on Silver Purchase Agreement modification	—		—		(440)		—
Other	872		(474)		2,693		925
Total other (expense) income	$	(10,331)	$	21,488	$	(7,097)	$	43,150

18.FINANCE EXPENSE


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Interest accretion on Convertible Loans	$	2,728	$	2,303	$	7,795	$	6,677
Interest accretion on Gold Prepay Agreement	2,413		1,931		7,716		5,897
Interest accretion on Silver Purchase Agreement	697		863		2,376		2,510
Interest accretion on Convertible Debentures	2,454		2,056		7,000		4,780
Amortization of finance costs	341		242		975		633
Environmental rehabilitation accretion	688		720		2,191		2,160
Interest expense	1		18		455		41
Total finance expense	$	9,322	$	8,133	$	28,508	$	22,698

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

19.SEGMENTED INFORMATION

Results of the operating segments are reviewed by the Company's chief operating decision makers ("CODM") to make decisions about resources to be allocated to the segments and to assess their performance. Each CODM is a member of the senior management team who rely on management positioned in each operating segment of the Company.

Operating mine property, development and exploration projects

The Company's operating segments are reported by operating mine properties and exploration and development projects. The results from operations for these reportable segments are summarized in the following tables:


Nine months ended September 30, 2024	Nevada Production1		Exploration and Development2		Corporate and other		Total
Revenue	$	27,107	$	—	$	—	$	27,107
Cost of sales	(42,346)		—		—		(42,346)
Depletion, depreciation and amortization	(1,003)		—		—		(1,003)
Exploration, evaluation and pre-development	(5,102)		(8,765)		—		(13,867)
General, administrative and other	(7,016)		(416)		(17,460)		(24,892)
Other income (expense)	1,468		—		(8,565)		(7,097)

Finance expense	(2,402)		(202)		(25,904)		(28,508)



Loss for the period	$	(29,294)	$	(9,383)	$	(51,929)	$	(90,606)


Nine months ended September 30, 2023	Nevada Production1		Exploration and Development2		Corporate and other		Total
Revenue	$	29,073	$	—	$	—	$	29,073
Cost of sales	(30,975)		—		—		(30,975)
Depletion, depreciation and amortization	(5,589)		—		—		(5,589)
Exploration, evaluation and pre-development	(17,524)		(12,564)		—		(30,088)
General, administrative and other	(7,199)		(406)		(16,566)		(24,171)
Other (expense) income	(1,226)		36		44,340		43,150

Finance expense	(1,935)		(212)		(20,551)		(22,698)
(Loss) income before income taxes	(35,375)		(13,146)		7,223		(41,298)

Deferred tax recovery	—		—		8,020		8,020
(Loss) income for the period	$	(35,375)	$	(13,146)	$	15,243	$	(33,278)


Three months ended September 30, 2024	Nevada Production1		Exploration and Development2		Corporate and other		Total
Revenue	$	11,509	$	—	$	—	$	11,509
Cost of sales	(15,449)		—		—		(15,449)
Depletion, depreciation and amortization	(552)		—		—		(552)
Exploration, evaluation and pre-development	(2,015)		(4,004)		—		(6,019)
General, administrative and other	(2,274)		(128)		(5,495)		(7,897)
Other income (expense)	538		(108)		(10,761)		(10,331)

Finance expense	(620)		(59)		(8,643)		(9,322)



Loss for the period	$	(8,863)	$	(4,299)	$	(24,899)	$	(38,061)

1 Includes Ruby Hill, Lone Tree and Granite Creek

2 McCoy-Cove and FAD

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)


Three months ended September 30, 2023	Nevada Production1		Exploration and Development2		Corporate and other		Total
Revenue	$	13,215	$	—	$	—	$	13,215
Cost of sales	(12,244)		—		—		(12,244)
Depletion, depreciation and amortization	(1,444)		—		—		(1,444)
Exploration, evaluation and pre-development	(5,276)		(4,738)		—		(10,014)
General, administrative and other	(2,517)		(138)		(4,488)		(7,143)
Other (expense) income	(1,082)		4		22,566		21,488

Finance expense	(651)		(71)		(7,411)		(8,133)
(Loss) income before income taxes	(9,999)		(4,943)		10,667		(4,275)

Deferred tax recovery	—		—		76		76
(Loss) income for the period	$	(9,999)	$	(4,943)	$	10,743	$	(4,199)


As at September 30, 2024	Nevada Production1		Exploration and Development2		Corporate and other		Total
Capital expenditures	$	21,844	$	—	$	—	$	21,844
Property, plant and equipment	504,296		149,162		2,774		656,232
Total assets	565,065		150,190		27,511		742,766
Total liabilities	$	107,718	$	7,716	$	186,248	$	301,682


As at December 31, 2023	Nevada Production1		Exploration and Development2		Corporate and other		Total
Capital expenditures	$	33,849	$	83,916	$	338	$	118,103
Property, plant and equipment	485,609		149,638		3,380		638,627
Total assets	557,477		150,455		15,761		723,693
Total liabilities	$	111,171	$	8,838	$	177,420	$	297,429

Revenue by customer

The following table represents sales to individual customers representing 100% of the Company's gold and silver revenue:


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Customer 1	$	5,314	$	3,417	$	12,315	$	8,773
Customer 2	4,412		4,523		11,158		7,343
Customer 3	1,783		5,205		3,752		11,289
Customer 4	—		70		(118)		1,668


Total revenue from major customers	$	11,509	$	13,215	$	27,107	$	29,073

The Company is not economically dependent on a limited number of customers for the sale of its product because gold and other metals can be sold through numerous commodity market traders worldwide.

20.COMMITMENTS

Surety bonds

At September 30, 2024, the Company has outstanding surety bonds in the amount of $132.8 million in favour of either the United States Department of the Interior, Bureau of Land Management ("BLM"), or the State of Nevada, Department of Conservation & Natural Resources as financial support for environmental reclamation and exploration permitting. This includes surety bonds for the Lone Tree project and the Ruby Hill property in the amounts of $87.0 million and $27.0 million, respectively. The surety bonds are secured by $39.9 million in restricted cash (December 31, 2023 - $44.5 million) and are subject to fees competitively determined in the marketplace. During the first quarter of 2024, $6.0 million in cash collateral was returned to the Company. The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations. As specific requirements are met, the BLM and State of Nevada as beneficiary of the instruments, will return the instruments to the issuing entity. As these instruments are associated with operating sites with long-lived assets, they will remain outstanding until closure.

1 Includes Ruby Hill, Lone Tree and Granite Creek

2 McCoy-Cove and FAD

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

21.FINANCIAL INSTRUMENTS

The Company examines the various financial risks to which it is exposed and assesses the impact and likelihood of occurrence. These risks may include credit risk, liquidity risk, currency risk, interest rate risk and other risks. Where material, these risks are reviewed and monitored by the Board of Directors.

(a)Credit risk

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to the counterparty by the Company where a legal right of offset exists and also includes the fair values of contracts with individual counterparties which are recorded in the Financial Statements.

(i)Trade credit risk

The Company closely monitors its financial assets and does not have any significant concentration of trade credit risk. The Company sells its products exclusively to large international financial institutions and other organizations with strong credit ratings. The historical level of customer defaults is negligible and, as a result, the credit risk associated with trade receivables is considered to be negligible. The trade receivable balance outstanding was $2.0 million at September 30, 2024 (December 31, 2023 - $4.2 million)

(ii)Cash

In order to manage credit and liquidity risk the Company invests only in highly rated investment grade instruments that have maturities of 90 days or less and which are liquid after 30 days or less into a known amount of cash. Limits are also established based on the type of investment, the counterparty and the credit rating. The credit risk on cash and cash equivalents is therefore negligible.

(b)Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.

The following table summarizes the Company's contractual maturities and the timing of cash flows as at September 30, 2024. The amounts presented are based on the undiscounted contractual cash flows and may not agree with the carrying amounts on the Financial Statements.


	Within 1 year		1-2 years		2-3 years		Thereafter		Total
Accounts payable and accrued liabilities	$	21,357	$	—	$	—	$	—	$	21,357
Convertible Loans (i) (ii)	—		80,283		—		—		80,283
Convertible Debentures (i)	—		—		89,258		—		89,258
Gold Prepay Agreement (iii)	34,693		12,418		3,170		—		50,281
Silver Purchase Agreement (iii) (iv)	10,378		2,308		—		—		12,686

Reclamation and closure obligations	489		905		970		93,665		96,029
Total	$	66,917	$	95,914	$	93,398	$	93,665	$	349,894

(i) Undiscounted principal and interest payments due at maturity. Outstanding amounts under the Convertible Loans and Convertible Debentures can be converted into common shares of the Company at any time prior to maturity at the option of the applicable respective lender, or under certain conditions at the election of the Company, as further described in Notes 9 (i), (ii), and (iii) of these Financial Statements.

(ii) The Convertible Loans are classified within current liabilities in the statement of financial position as a result of the application of the amendments to IAS 1, as further described in Note 2 (e) of these Financial Statements. The Convertible Loans mature December 2025, and accordingly have been presented in the 1-2 year time band in the table above.

(iii) Cash flows under the Gold Prepay Agreement and Silver Purchase Agreement, presented on an undiscounted basis, are calculated based on contractual deliveries at forward gold and silver prices as of September 30, 2024.

(iv) Represents Annual Minimum Delivery Amount in respect of 2024 and 2025 calendar years.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

(c)Market risk

(i)Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As the Company holds excess cash in interest bearing bank accounts rather than investments, the interest rate risk is minimal.

(ii)Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the Company’s functional currency. The Company’s management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.

(d)Fair value

(i)Definitions

IFRS 13 establishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

(ii)Valuation techniques used to determine fair values

The Company calculates fair values based on the following methods of valuation and assumptions:

(a)Financial assets

Financial assets other than the Company's derivative assets described below are carried at amortized cost. The fair value of cash and cash equivalents and receivables approximate their carrying value due to their short-term nature.

(b)Financial liabilities

Financial liabilities not classified as fair value through statement of loss are carried at amortized cost. Accounts payable and accrued liabilities approximate their carrying value due to their short term nature.

Share-based payment and warrant liabilities

The share-based payment and warrant liabilities are classified within level 2 of the fair value hierarchy and are fair valued using a valuation model that incorporates such factors as the Company’s share price volatility, risk-free rates and expiry dates including managements assumptions on forfeiture rates.

The warrants issued in connection with the Offering are classified within level 1 of the fair value hierarchy as the warrants are listed on the TSX and therefore a quoted market price is available.

Deferred consideration

Deferred consideration related to Ruby Hill was recognized at fair value on acquisition and in the comparative period prior to settlement by the Company during the fourth quarter of 2023, as further described in Note 11 (vii) of these Financial Statements. This liability was classified within level 3 of the fair value hierarchy as it involved management's best estimate of whether or not the key activities as described in Note 11 (vii) of these Financial Statements required for each milestone payment would be achieved. Management assumed that all milestones would be achieved and the early repayment option would be taken. The fair value of the deferred consideration was the present value of projected future cash flows using a discount rate of 7.5%.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

Convertible Loans

The Convertible Loans contain conversion and change of control rights that are separately measured at FVTPL each reporting period (level 3). In determining the fair value at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as managements estimate of the probability and date of a change of control event, the Company's share price, share price variability, credit spreads, and interest rates. The forced conversion rights were measured at fair value on inception but do not get revalued subsequently.

Gold Prepay Agreement

The Second A&R Gold Prepay Agreement is recognized as a financial liability at amortized cost and it contains an embedded derivative in relation to the embedded gold price within the agreement that is measured at FVTPL each reporting period (level 3). In determining the fair value of the embedded derivative at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as metal prices, metal price volatility, and risk-free borrowing rates.

Silver Purchase Agreement

The Amended Silver Purchase Agreement is recognized as a financial liability at amortized cost and it contains two embedded derivatives; one in relation to the embedded silver price within the agreement and the other in relation to the gold substitution option whereby i-80 Gold can choose to deliver gold instead of silver at a ratio of 75:1, both are measured at FVTPL each reporting period (level 3). On initial recognition and at September 30, 2024, the gold substitution option did not have any value. In determining the fair value of the embedded derivatives at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as metal prices, metal price volatility, risk-free borrowing rates and the Company's production profile.

Convertible Debentures

The Convertible Debentures were assessed for derivatives within the agreement and a number of instruments were identified that had to be separated from the host contract and valued on a standalone basis. These instruments were valued using a Longstaff Schwartz Monte Carlo simulation, assuming they follow correlated Geometric Brownian Motion and modeling the payoffs of each financial instrument in the Convertible Debentures. The derivatives (including embedded) were fair valued with the residual balance being allocated to the host contracts. The Convertible Debentures contain forced conversion and change of control options that are separately measured at FVTPL each reporting period (level 3) whilst the host contract is measured at amortized cost. In determining the fair value at each reporting period, management judgement is required in respect to input variables of the financial model used for estimation purposes. These variables include such inputs as management's estimate of the probability and date of a change of control event, the Company's share price, share price variability, credit spreads, and interest rates.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

(iii)Fair value measurements using significant unobservable inputs (level 3)

The following tables present the changes in level 3 items:


	Convertible Loans				Convertible Debentures
	Orion conversion and change of control rights		Sprott conversion and change of control rights		Change of control option		Forced conversion option
Balance as at January 1, 2023	$	(27,029)	$	(5,299)	$	—	$	—
Initial recognition	—		—		(1,409)		875

Fair value adjustments	18,001		3,840		1,409		(509)
Balance as at December 31, 2023	$	(9,028)	$	(1,459)	$	—	$	366


Fair value adjustments	7,251		1,174		—		—
Balance as at September 30, 2024	$	(1,777)	$	(285)	$	—	$	366


	Silver Purchase Agreement - silver price derivative		Gold Prepay Agreement - gold price derivative		Deferred consideration		A&R Offtake gold lookback option
Balance as at January 1, 2023	$	1,898	$	2,916	$	(45,805)	$	(730)

Principal repayment	—		—		47,000		—
Fair value adjustments	—		(4,592)		(1,195)		93
Balance as at December 31, 2023	$	1,898	$	(1,676)	$	—	$	(637)


Fair value adjustments	(6,579)		(7,913)		—		—
Balance as at September 30, 2024	$	(4,681)	$	(9,589)	$	—	$	(637)

(iv)Valuation inputs and relationships to fair value

The following table summarizes the quantitative information about the significant inputs used in level 3 fair value measurements:


Balance as at September 30, 2024	Unobservable input	Fair Value		Change in Fair Value
Assumption:				+/- 10%
Silver Purchase Agreement - silver price derivative	Change in forecast silver price	$	(4,681)	$2,606
Gold Prepay Agreement - gold price derivative	Change in forecast gold price	$	(9,589)	$4,402

22.MANAGEMENT OF CAPITAL

The Company manages its share capital and equity settled employee benefits reserve as capital, the balance of which is $614.0 million at September 30, 2024 ($508.6 million at December 31, 2023). The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going-concern in order to pursue the exploration and development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, acquire or dispose of assets or acquire new debt.

In order to maximize ongoing exploration and development efforts, the Company does not pay out dividends. The Company's investment policy is to invest its short-term excess cash in highly liquid short-term interest-bearing investments with short-term maturities, selected with regard to the expected timing of expenditures from continuing operations.

To effectively manage its capital requirements, the Company has in place a planning and budgeting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Stated in thousands of United States Dollars)

(Unaudited)

23.SUBSEQUENT EVENTS

Sprott Convertible Loan

On October 31, 2024, The Company issued 2.1 million common shares in connection with Sprott's conversion of $3.6 million in principal and $0.9 million in interest under the Sprott Convertible Loan.

ATM Program

Subsequent to the period ended September 30, 2024, the Company issued 6.2 million common shares under the ATM Program for total gross proceeds of $7.0 million.

Management's Discussion and Analysis of Operations and Financial Condition

For the three and nine months ended September 30, 2024

Table of Contents


OVERVIEW			3
Company Overview			3
Operational and Financial Overview			3

Financing Agreements			5
Strategic Overview			4

DISCUSSION OF OPERATIONAL RESULTS			6

DISCUSSION OF FINANCIAL RESULTS			10
Three and Nine Months Results			10
Selected Quarterly Information			14



DISCUSSION OF FINANCIAL POSITION			15
Balance Sheet Review			15
LIQUIDITY AND CAPITAL RESOURCES			15
COMMITMENTS AND CONTINGENCIES			19


Off Balance Sheet Arrangements			19
CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES, POLICIES AND CHANGES			19


NON-IFRS FINANCIAL PERFORMANCE MEASURES			19
RISKS AND RISK MANAGEMENT			21
Financial Instruments and Related Risks			22
Management of Capital Risk			22

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING			22
Disclosure Controls and Procedures			22
Internal Control over Financial Reporting			22
Limitations of Controls and Procedures			22
TECHNICAL INFORMATION			22
CAUTIONARY STATEMENT ON FORWARD LOOKING STATEMENTS			23

Management's Discussion and Analysis of Operations and Financial Condition

This Management's Discussion and Analysis of Operations and Financial Condition (“MD&A”) of i-80 Gold Corp. (“i-80 Gold” or the “Company”) should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements (the “Financial Statements”) for the three and nine months ended September 30, 2024, and the notes thereto. The Company's Financial Statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards” or “IFRS”) as applicable to interim financial statements including International Accounting Standard (“IAS”) 34 - Interim Financial Reporting. Unless otherwise stated, all amounts discussed herein are denominated in United States dollars ("$" or "USD") (C$ represents Canadian dollars). This MD&A was prepared as of November 12, 2024, and all information is current as of such date. Readers are encouraged to read the Company’s public information filings on i-80 Gold’s website at www.i80gold.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.

This discussion provides management's analysis of the Company’s historical operating and financial results and provides estimates of future operating and financial performance based on information currently available. Actual results may vary from estimates and the variances may be significant. Readers should be aware that historical results are not necessarily indicative of future performance. Cautionary statements regarding mineral reserves and mineral resources, and forward-looking information can be found in the Sections titled “Technical Information” and “Cautionary Statements on Forward-Looking Statements” in this MD&A.

The Company has included certain non-IFRS financial performance measures, which the Company believes, that together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-IFRS financial performance measures do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar non-IFRS financial performance measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Descriptions and reconciliations associated with the non-IFRS financial performance measures can be found in the section titled “Non-IFRS Financial Performance Measures” in this MD&A.

OVERVIEW

Company Overview

i-80 Gold Corp. is a Nevada-focused growth-oriented gold and silver producer engaged in the exploration, development, and production of gold and silver. The Company's wholly owned principal assets include the Granite Creek mine, Ruby Hill mine, Lone Tree mine, McCoy-Cove project, and FAD project.

The Company was incorporated on November 10, 2020, in the province of British Columbia, Canada. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol IAU and the New York Stock Exchange (“NYSE”) under the symbol IAUX. The Company’s headquarters are located at 5190 Neil Road, Suite 460, Reno, Nevada, 89502.

Operational and Financial Overview

Third Quarter 2024

•Third quarter loss per share was $0.10 per share, a decrease from $0.01 loss per share in the comparative prior year period.

•Third quarter cash used in operating activities was $19.0 million, an increase in cash used from the prior year period due to lower mine operating income partially offset by lower exploration, evaluation and pre-development expense.

•September 30, 2024, cash balance is $21.8 million, a decrease of $26.0 million from the end of the second quarter due to cash used in operations and cash used for capital expenditures.

•During the third quarter the Company began an at-the-market equity program (“ATM program”) to raise equity. In total 11.5 million shares were issued for gross proceeds of $13.1 million.

•Third quarter revenue totaled $11.5 million compared to $13.2 million in the comparative prior year period due to lower volumes sold partially offset by higher gold price.

•Third quarter gold sales totaled 3,063 ounces at an average realized gold price1 of $2,422 per ounce, resulting in revenue of $7.4 million, compared to gold sales of 4,585 ounces at an average realized gold price1 of $1,895 per ounce, resulting in revenue of $8.7 million in the third quarter of 2023

•Third quarter mineralized material sales totaled 14,696 tons for revenue of $4.1 million, compared to mineralized material sales totaling 16,059 tons for revenue of $4.5 million in the comparative prior year period.

•Cost of sales increased by $3.2 million over the prior year quarter primarily due to an inventory impairment recognized.

•The Company published its second annual sustainability report which can be found on the Company’s website.

•The Company adopted a new development plan to ramp up, permit and construct five gold mines over the balance of the decade to create a mid-tier gold producer, capable of producing approximately 400,000 to 500,000 ounces of gold annually.

•The Company is working to reschedule current debt obligations and to provide the additional capital required to execute the new development plan.

•Management changes were also made to strengthen the management team to execute on the new development plan.

Year to Date (“YTD”) 2024

•YTD loss per share was $0.26 per share, a decrease from $0.13 loss per share in the comparative prior year period.

•YTD cash used in operating was $61.9 million, an increase from prior year period primarily due to lower production from the Company’s mines, partially offset by higher average realized gold prices.

1This is a Non-IFRS Measure; please see “Non-IFRS Measures” section.

•YTD revenue totaled $27.1 million compared to $29.1 million in the comparative prior year period.

•YTD gold sales totaled 7,186 ounces at an average realized gold price1 of $2,290 per ounce, resulting in revenue of $16.5 million, compared to gold sales of 11,262 ounces at an average realized gold price1 of $1,924 per ounce, resulting in revenue of $21.7 million in the comparative prior year period of 2023.

•YTD mineralized material sales totaled 29,041 tons for revenue of $10.6 million, compared to mineralized material sales totaled 22,710 tons for revenue of $7.3 million in the comparative prior year period.

•Approximately 80,000 feet (core and RC) drilled with multiple positive results to expand mineralization further at the Ruby Hill mine, the Granite Creek mine and the McCoy-Cove project.

Strategic Overview

The Company underwent a leadership change during the third quarter, which prompted a review of the strategic direction of the Company. As a result, the Company adopted a new development plan which presents Management’s view of the most effective strategy to generate free cash flow while progressing earlier stage projects to provide a pipeline of growth in the medium and long-term. Management is now focused on permitting and development of five gold deposits through the balance of the decade. Consistent with the focus of i-80 Gold since inception, this plan includes the development of the three underground mines, but also includes accelerating permitting and development of the two large oxide open pit deposits, Granite Creek and Mineral Point. Collectively, these five assets have the potential to create a mid-tier gold producer. The Company has initiated a recapitalization plan of its balance sheet to support the new development plan.

The Lone Tree Autoclave remains the centralized refractory ore processing facility in the new development plan and Management intends to continue its work towards completion of the refurbishment feasibility study next year. Following completion of the study, a series of trade-off scenarios will be considered comparing full autoclave refurbishment or alternate toll milling and ore purchase agreements options that could potentially be available.

Further, Management believes that a base metal focused joint venture at the Ruby Hill project does not fit the new development plan, see “Ruby Hill Base Metal JV” section below for more information. Overall, given the Company’s balance sheet constraints and additional capital required for the new development plan all higher risk projects with low certainty of economic viability have been deferred until the balance sheet is in a stronger position and the Board approves allocating risk capital to these projects.

The Lone Tree open pit project has a variety of financial, technical, environmental and social issues to be worked through. It is expected that the project will likely remain deferred for another decade. Management believes new technologies and other solutions may become available in the future to allow the Company to unlock the value of this large open pit project.

Recapitalization Plan

The Company envisages a two-step recapitalization process which will include demonstrating a viable path to generating free cash flow, and rescheduling and/or refinancing the existing debt obligations. Phase one of this plan will include finding a solution for short-term commitments including deferral of the upcoming gold and silver deliveries scheduled for late December and early January. Phase two of the recapitalization plan involves working with our current partners as well as seeking new debt providers to restructure our existing debt and provide sufficient capital to execute on the Company’s new development plan with repayment terms that align with the Company’s ability to service that debt. Management has initiated work on this, including discussions with existing and potential new partners, and aims to complete this process in the first quarter of 2025.

Ruby Hill Base Metal Joint Venture

In November 2023, i-80 Gold entered into a non-binding Letter of Intent with a third party (see press release dated November 7, 2023), to consider a joint venture agreement for Ruby Hill with a focus on base metal exploration and development. In addition to deposits with base metal potential (Blackjack, Hilltop and FAD), the joint venture discussion included all gold and silver deposits within the Ruby Hill property, including Mineral Point.

Upon careful assessment of the joint venture terms and economics, considering the potential value of the existing gold resources in a rising gold price environment and taking into account the limited understanding of the base metal potential, i-80 Gold’s Board and Management have elected to no longer proceed with joint venture discussions. It is noteworthy that the period of exclusivity with the counterparty has expired.

i-80 Gold is electing to prioritize more advanced staged gold and silver projects with established resources and technical studies. As such exploration and development work on base metal targets have been deferred to focus on projects with the fastest timeline to cash flow generation.

Organizational Changes

Since i-80 Gold’s inception, the Company’s focus has been on asset acquisition and exploration. As the company evolves into a developer and producer the organizational structure and skill set of its employees needs to evolve to meet the new development plan in order to become a mid-tier gold producer of approximately 400,000 to 500,000 ounces of gold per year by the early 2030’s.

The three most significant changes facing i-80 Gold are i) increased emphasis on technical skills to ramp up, permit and construct five projects through the balance of the decade; ii) the requirement to restructure and re-capitalize the balance sheet in a manner that aligns to the new development plan; and iii) the additional legal and reporting requirements of becoming a US domestic issuer.

In order to meet i-80 Gold’s growing and changing demands, the Company has promoted four senior technical personnel and hired three new senior positions. Management believes these organizational changes, including the promotions and new hires, add the necessary experience and bench strength to further de-risk the execution of the development plan. The cost of these changes is expected to be offset by lower third-party consultant costs.

On the operations front, the promotion of four senior technical personnel is a reflection of the importance of these four individuals in reducing our execution risk as we ramp up our activities to permit and construct five mines through the balance of the decade.

On the legal front, the hiring of David Savarie as our new Senior VP General Counsel will bring in-house industry specific legal expertise that will improve our approach to and compliance with our governance and contractual commitments while also lowering our third-party legal costs. Further, this addition will immediately reduce the burden on existing management to manage the legal process in an increasingly complex environment while adding additional strength as we execute on our new development plan.

On the finance front, the Company has added two new senior financial roles, Katerina Deluca as VP of Treasury in charge of treasury and financing and Curtis Turner as VP of Strategic Planning. Mr. Turner is transitioning from VP Finance to this new role. These new positions are required to meet the increased workload associated with the balance sheet restructuring and debt reporting as well as enabling the new development plan to be executed. The VP Finance function will be managed by an incoming hire, Cindy Tseo.

The final new officer joining the team is Leily Omoumi, our new VP Corporate Development and Strategy who will also be in charge of investor relations. This position replaces the outgoing Executive Vice President, Business Development, Matt Gollat who was instrumental in the formation of i-80 Gold since its inception in 2021. Mr. Gollat has agreed to remain as an advisor in the transition to focus on the new development plan. The Company would like to thank Mr. Gollat for his contribution to the Company. The new VP Corporate Development will execute the new vision of the organization playing a key role in developing and maintaining the Company life-of-mine model as well as understanding the value of i-80 Gold and conveying that message to the market. Joining Ms. Omoumi is Jim Mackay, Director of Corporate Development and Investor Relations.

Financing Overview

Third Quarter 2024

•On August 12, 2024, the Company implemented an ATM to sell through the TSX and the NYSE common shares up to an aggregate offering price of up to $50 million. For the three ended September 30, 2024, proceeds of $13.1 million were received from the issuance of 11.5 million shares sold. The Company will continue to use the ATM Program as a tool to maintain an appropriate level of liquidity as it executes on the recapitalization plan as discussed in the Recapitalization Plan section. As at November 12, 2024, the Company has issued 17.7 million common shares under the ATM Program for total gross proceeds of $20.1 million.

•On October 31, 2024, The Company issued 2.1 million common shares in connection with Sprott's conversion of $3.6 million in principal and $0.9 million in interest under the Sprott Convertible Loan.

Year to Date

Contingent Payments

•In the first quarter of 2024, the Company paid Waterton as part of the contingent value rights payment (production milestone) 2.7 million common shares of the Company valued at $3.6 million. In the second quarter of 2024, the Company paid Waterton $1.4 million in cash in full satisfaction of the $5.0 million contingent value rights payment (price condition). The $5.0 million payment was recorded in property, plant and equipment on the consolidated statements of financial position.

Equity Offerings

•On February 20, 2024, the Company completed a non-brokered private placement of common shares. An aggregate of 13.1 million shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of $17.4 million (C$23.5 million).

•On May 1, 2024, the Company completed a bought deal public offering of 69.7 million units at a price of C$1.65 per unit for gross proceeds of $83.5M (C$115.0 million). Each Unit consists of one common share of the Company and one half of one common share purchase warrant.

•On June 24, 2024, the Company obtained a receipt for a final short form base shelf prospectus on June 24, 2024 (the "Canadian Shelf Prospectus"). The Canadian Shelf Prospectus was filed with the securities regulators in each province and territory of Canada, and a corresponding U.S. base prospectus contained in its registration statement on Form F-10 (the "U.S. Base Prospectus") was filed with the SEC.

Gold Prepay Agreement Amendments

•On March 28, 2024, the Company entered into an amending agreement in relation to the gold prepay agreement (“Gold Prepay Agreement”) with Orion Mine Finance (“Orion”) pursuant to which the March 31, 2024, quarterly delivery of 3,223 troy ounces of gold was extended from March 31, 2024, to April 15, 2024 (the "First Amending Agreement").

•On April 24, 2024, the Company entered into a second amending agreement with Orion to amend the terms of the Gold Prepay Agreement (the “Second A&R Gold Prepay Agreement”). In accordance with the terms of the Second A&R Gold Prepay Agreement, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the Gold Prepay Agreement until May 10, 2024.

•On June 28, 2024, the Company entered into a Side Letter Agreement with Orion in relation to the June 30, 2024, quarterly delivery, whereby the Company agreed to deliver a minimum of 1,000 troy ounces of gold to Orion on or before July 1, 2024, and to deliver the remaining 2,210 ounces to Orion on or before August 31, 2024.

•As of September 30, 2024, the Company had delivered 25,343 troy ounces of gold towards the Gold Prepay Agreement with Orion, leaving 18,390 troy ounces of gold remaining to be delivered under the agreement.

Silver Purchase Agreement Amendments

•On January 12, 2024, the Company entered into an extension agreement in relation to the silver purchase and sale agreement entered into with affiliates of Orion (“Silver Purchase Agreement”) pursuant to which in the event that the amount of silver delivered under the Silver Purchase Agreement is less than the minimum delivery amount, the Company shall make up such difference (the “Shortfall Amount”) by delivering on or before the fifteenth day of the month immediately following such calendar year (the "Delivery Deadline"). The 2023 Shortfall Amount Delivery Deadline was extended from January 15, 2024, to April 15, 2024 (the "Extension Agreement"). In connection with the Extension Agreement, the Company paid an amendment fee of $0.2 million and issued 0.5 million common share warrants exercisable at C$2.72 per share with an exercise period of 48 months or until January 24, 2028.

•On April 24, 2024, the Company entered into an amending agreement with Orion (the “Amended Silver Purchase Agreement”) to amend the terms of its Silver Purchase Agreement. In accordance with the terms of the Amended Silver Purchase Agreement, Orion agreed to extend the deadline for the outstanding deliveries required to be made on or before April 15, 2024, under the Amended Silver Purchase Agreement until May 10, 2024.

•As of September 30, 2024, the Company had delivered 700,000 ounces of silver towards the Silver Purchase Agreement with Orion, leaving 500,000 ounces of silver to be delivered in 2025 and 2026 under the fixed delivery schedule.

DISCUSSION OF OPERATIONAL RESULTS

The Company owns and operates four past producing gold properties in Nevada, one of the largest gold producing regions in the world. The four gold properties are currently at various stages of redevelopment following successful exploration programs at each of the four properties. The Granite Creek underground mine is the first to be redeveloped, it is currently ramping up to full production, while the open pit heap leach deposit, adjacent to the underground mine, is at the study and permitting stage. Ruby Hill is host to what is expected to be the Company’s second underground mine. Permits are expected by the end of 2024 and construction is expected to take approximately 18 months to production. In the meantime, the Company is leaching the historic leach pads, which provide minor amounts of gold production. McCoy-Cove is expected to be the Company’s third underground gold mine. Baseline permitting work is largely in the process of being finalized over the next six months to allow the for the submittal of the permit application, which is expected to take approximately three years for approval, followed by approximately 18 months of construction. At the Company’s Lone Tree property, leaching of the historic leach pads is producing minor amounts of gold. The focus at Lone Tree is a feasibility study to evaluate the refurbishment of the autoclave to process ore from the three underground mines. The feasibility study is expected to be completed in the third quarter of 2025.

Granite Creek mine

Gold was initially discovered at Granite Creek in the mid to late 1930’s and includes the former Pinson mine. Approximately one million ounces have been produced from the property since that time. The Granite Creek mine is comprised of several land parcels which now encompass approximately 4,480 acres, located in the Potosi mining district, 27 miles northeast of Winnemucca, within the southeastern part of Humboldt County, Nevada. The seven-square miles of land contain all areas of past gold production and the area of mineral resources (underground and open pit). Granite Creek underground is anticipated to reach commercial production in 2026 from resource expansions.

For Granite Creek open pit an infill drilling program is planned for 2025 to upgrade resources to a feasibility study level while permitting activities are conducted.


		Three months ended September 30,		Nine months ended September 30,
Operational Statistics		2024	2023	2024	2023
Oxide mineralized material mined	tons	18,846	13,294	45,658	29,738
Sulfide mineralized material mined	tons	11,917	9,709	21,153	20,817
Total oxide and sulfide mineralized material mined	tons	30,763	23,003	66,811	50,555
Material mined grade	g/tonne	8.38	8.34	7.74	8.87
Material mined grade	oz/ton	0.24	0.24	0.23	0.26
Low-grade mineralized material mined1	tons	22,488	12,800	47,186	30,110
Low-grade mineralized material grade1	g/tonne	2.92	3.18	3.00	3.02
Low-grade mineralized material grade1	oz/ton	0.09	0.09	0.09	0.09
Waste mined	tons	35,916	24,753	108,404	106,830
Processed mineralized material2	tons	38,000	—	43,183	11,084
Oxide mineralized material sold	tons	14,696	16,059	29,041	22,710
Sulfide mineralized material sold	tons	—	—	5,183	—
Total mineralized material sold	tons	14,696	16,059	34,224	22,710
Ounces of gold sold	oz	315	900	315	1,344
Underground mine development (capital development)	ft	807	888	3,071	3,194
Exploration drilling	ft	4,923	16,144	23,413	20,944

Financial Statistics		2024	2023	2024	2023
Mining cost (total mineralized material and waste)	$/ton	134	124	129	103
Processing cost (processed mineralized material)	$/ton	20	N/A	34	151
Site general and administrative (“G&A”) (total mineralized material mined3)	$/ton	29	18	30	26


Royalties	$000s	358	259	1,913	475


Capital expenditure4	$000s	5,949	4,636	21,233	13,711
Exploration spending	$000s	1,651	1,777	4,072	2,184

1Low-grade mineralized material extracted as part of the mining process that is below cut-off grade but incrementally economic.

2Processed mineralized material consists of toll treated material and material placed under leach.

3Total mineralized material mined consists of sulfide, oxide, and low-grade mineralized material.

4Capital expenditure based on accrual basis.

Mining rates and gold production for the quarter and nine months of 2024 were lower than planned due to an increase in ground water ingress into underground working areas, which negatively impacted productivity and development advancement rates. To address the higher water rates, the mine is adding additional pumping capacity, deepening an existing de-watering well and reworking the de-watering system to allow for additional flow capacity in the water treatment facility. Management expects that production and costs will continue to be negatively impacted until these measures are completed, which is expected to occur by the end of the third quarter of 2025.

Subsequent to the quarter end, on October 14, 2024, the toll milling agreement with NGM expired. The terms of the agreement provide for a good faith renegotiation or extension of the agreement as long as certain conditions are met. The Company is currently engaged with NGM to establish an extension or updated agreement for processing of the i80 refractory material. If the Company is unable to obtain an extension of the Autoclave Toll Milling Agreement in a timely manner (or at all), the Company will be required to seek other arrangements for the processing of refractory material from its Granite Creek mine. For the year 2024, the Company anticipates that approximately 25% of the ounces produced from Granite Creek fall under the Toll Milling Agreement and the Company does not anticipate that percentage will increase materially over the next 12 months.

Capital expenditures for the three and nine months focused mainly on underground development and de-watering. The increased capital period over period is related increased footage as noted in the table above. Furthermore, the water treatment plant contributed to $0.5 million in capital spending for the 9 month period.

During the third quarter, Management began a process to update the technical report and has begun the permitting process for the Granite Creek open pit heap leach project. An updated study is expected in 2025. Permitting is expected to take approximately three years and construction a further 18 months. Management is currently considering construction of heap leach pads instead of heap leach and CIL plants as indicated in the last technical report (2021). Further studies are expected to determine the superior economic route.

During the three months ended September 30, 2024, approximately 5,000 feet of directional core drilling was completed. The drilling program was focused on infilling, upgrading and expanding the resources in the South Pacific Zone. As the ground condition contributed to high drilling costs, the Company paused this program and decided to develop an underground exploration drift to complete this drilling program. It is anticipated that the budget program will remain the same, but the timeline to complete will be delayed allowing for the development of the drift which was commenced in the fourth quarter of 2024.

Ruby Hill mine

During the 1990’s, an ore body was discovered, which became the Archimedes pit. Later discoveries included the Ruby Deeps sulfide deposit with the most recent discovery of the Hilltop zone. The Ruby Hill mine is located within the Battle Mountain-Eureka Trend, and is host to the Archimedes open pit and multiple gold, silver and base metal deposits. The Ruby Hill Mine includes the Archimedes underground, the Mineral Point deposit, an open pit heap leach project, as well as several base metal deposits. Mineral Point is a large oxide gold and silver deposits with the potential to become the Company’s largest gold producing asset. Processing infrastructure at Ruby Hill includes a primary crushing plant, grinding mill, leach pad, and carbon-in-column circuit.

Permitting for Archimedes underground is anticipated by the end of 2024 or early 2025 with construction to commence in the first half of 2025. The Mineral Point deposit drill program is expected to begin in early 2025 to support geotechnical, metallurgical and hydrology studies for baseline data to complete a Preliminary Economic Assessment (“PEA”) during 2025.


		Three months ended September 30,		Nine months ended September 30,
Operational Statistics		2024	2023	2024	2023
Ounces of gold sold	oz	906	1,910	1,861	4,781
Exploration drilling	ft	—	8,345	4,032	74,684

Financial Statistics		2024	2023	2024	2023
Mining cost	$/oz	—	—	—	11
Processing cost (processed oz)	$/oz	984	726	1,142	642
Site G&A (processed oz)	$/oz	432	310	607	263
Royalties	$000s	64	105	126	250
Capital expenditure1	$000s	—	11	118	30
Exploration spending	$000s	354	3,484	986	15,024

1Capital expenditure based on accrual basis.

During the quarter and nine months ended September 30, 2024, the Company continued to recover ounces from the heap leach pads at Ruby Hill. While efforts are made to optimize the ounces recovered, the ounces recovered was lower than the comparable periods and the Company anticipates that production will continue to decrease and become uneconomic soon.

There was minimal spending on capital projects for nine months and nil spending for the three months. However, during the third quarter, the Company commissioned a scoping study to provide an initial assessment of the economics of the Mineral Point deposit.

Exploration spending for the three and nine months was related to metallurgical tests and drilling for metallurgical samples, respectively.

Feasibility work on the base metal deposits including Hilltop, Blackjack and FAD have been suspended for the foreseeable future as the Company focuses on ramping up, permitting and developing the three underground and two open pit heap leach gold projects through the balance of the decade. As a result of the adoption of the new gold-focused strategy, the base metal JV, for which the Company has been advancing over the past year, has been terminated.

McCoy-Cove project

Modern exploration for copper and gold in the McCoy Mining District started in the 1960s. The McCoy-Cove project covers 30,923 acres and is located 32 miles south of the town of Battle Mountain, in the Fish Creek Mountains of Lander County, Nevada, and lies within the McCoy Mining District. The McCoy-Cove project is, for the most part, on land controlled by the U.S. Department of Interior, Bureau of Land Management ("BLM") and patented mining claims. The McCoy-Cove project consists of 1,535 100%-owned unpatented claims and twelve leased patented claims.

McCoy-Cove is a high-grade underground development project. Baseline work in advance of a federal permitting action submittal to the Nevada Bureau of Land Management (BLM) is proceeding on plan. Management is targeting the submittal of an Environmental Impact Statement (EIS) in mid-2025. An EIS will be required primarily due to the significant project disturbance acres and impact on water. The permitting process is expected to take three years. In parallel with the permitting process, an infill drill program is under way to expand mineral reserves and resources as well as engineering work to complete a feasibility study in 2025.

Baseline field studies including biological, geochemical and hydrological continue to move forward to support the planned permitting submittal timeline of mid-2025. An air quality impact analysis report and global climate change technical memorandum were submitted and accepted by the BLM. The initial groundwater flow model has been completed and the Company is currently optimizing the design of the de-watering infrastructure and expects to include the model in the updated technical studies to be published in 2025. The permitting process is expected to take approximately three years to complete followed by 18 months of construction, primarily de-watering and underground development as well as some light surface infrastructure work.


		Three months ended September 30,		Nine months ended September 30,
Operational Statistics		2024	2023	2024	2023

Exploration drilling	ft	34,268	16,789	52,244	48,048

Financial Statistics		2024	2023	2024	2023







Capital expenditure1	$000s	—	470	—	5,637
Exploration spending	$000s	3,984	3,184	8,512	10,241

1Capital expenditure based on accrual basis.

Underground delineation drilling continued during the third quarter on Helen and CSD Gap with two core rigs, with approximately 34,000 feet of core drilled bringing total drilling over the course of the infill campaign to approximately 96,000 feet. A further 20,000 feet of drilling is planned into the first quarter of 2025 to complete the program. The 2024/2025 drill program will be included in an updated feasibility study expected in 2025.

Lone Tree mine

The Lone Tree mine is a historic producing mine that completed mining operations in 2006. The Lone Tree mine is a development project located within the Battle Mountain-Eureka Trend, midway between the Company's Granite Creek mine and McCoy-Cove underground project. The property consists of the past-producing Lone Tree mine and processing facility, as well as the nearby Buffalo Mountain deposit and the Brooks open pit mine, which is currently on care and maintenance. Processing infrastructure at Lone Tree includes an autoclave, carbon-in-leach mill, flotation mill, heap leach facility, assay lab and gold refinery, tailings dam, waste dumps and several buildings that the Company anticipates will be useful for developing all mining projects, including a warehouse, maintenance shop and administration building.

During the third quarter ended September 30, 2024, Management continued to review the value engineering studies in preparation for a feasibility study on the refurbishment of the autoclave, scheduled to be completed in 2025. The refurbishment of the autoclave at Lone Tree would process sulfide ore from the three underground mines, Granite Creek, Archimedes at Ruby Hill and McCoy-Cove. The Lone Tree open pit is expected to remain in inventory into the 2030’s as the Company focuses ramp up, permitting and development of its three underground mines and two open pit heap leach mines.


		Three months ended September 30,		Nine months ended September 30,
Operational Statistics		2024	2023	2024	2023
Ounces of gold sold	oz	1,842	1,775	5,010	5,138


Financial Statistics		2024	2023	2024	2023

Processing cost (processed oz)	$/oz	697	801	732	820
Site G&A (processed oz)	$/oz	142	272	184	235



Capital expenditure1	$000s	71	3,163	578	12,895

1Capital expenditure based on accrual basis.

The Company continues to recover ounces from the leach pads at Lone Tree. Due to optimization of the leaching process, the ounces produced are in line with the production for the comparative three and nine month periods. The Company will continue to process ounces from the leach pads as long as it is economical to do so.

Capital spending for the three and nine months is related to general infrastructure in sustaining the operations and activities at Lone Tree along with the spending related to the technical work on the refurbishment of the Autoclave processing plant.

DISCUSSION OF FINANCIAL RESULTS


	Three months ended September 30,		Nine months ended September 30,
(in thousands of USD)	2024	2023	2024	2023

Revenue	11,509	13,215	27,107	29,073
Cost of sales	(15,449)	(12,244)	(42,346)	(30,975)
Depletion, depreciation and amortization	(552)	(1,444)	(1,003)	(5,589)
Mine operating loss	(4,492)	(473)	(16,242)	(7,491)

Expenses
Exploration, evaluation and pre-development	6,019	10,014	13,867	30,088
General and administrative	4,554	4,136	15,139	13,724

Property maintenance	2,549	2,763	7,818	7,992
Share-based payments	794	244	1,935	2,455
Loss before the following	(18,408)	(17,630)	(55,001)	(61,750)

Other (expense) income	(10,331)	21,488	(7,097)	43,150
Finance expense	(9,322)	(8,133)	(28,508)	(22,698)

Loss before income taxes	(38,061)	(4,275)	(90,606)	(41,298)


Deferred tax recovery	—	76	—	8,020
Loss and comprehensive loss for the period	(38,061)	(4,199)	(90,606)	(33,278)

Financial results for the three months ended September 30, 2024

Revenue

Revenue for the three months ended September 30, 2024 was $11.5 million, a decrease of 13% from $13.2 million in the comparative prior year period. During the three months ended September 30, 2024, mineralized material sale totaled 14,696 tons and gold ounces sold totaled 3,063 ounces at an average realized gold price1 of $2,422 per ounce, compared to mineralized material sale of 16,059 tons and gold ounces sold of 4,585 at an average realized gold price1 of $1,895 per ounce during the same period of 2023, a decrease of 1,522 in gold ounces sold or 33%. The lower revenue was driven by a decrease of $1.3 million in gold sales and a decrease of $0.4 million in mineralized material revenue. Granite Creek experienced lower than planned production due to underground water issues, partially offset by higher average realized gold price1.


	Three months ended September 30,
Spot price per ounce of gold	2024	2023	% Change
Average	2,475	1,928	28	%
Low	2,329	1,871	24	%
High	2,664	1,976	35	%
Average realized	2,422	1,895	28	%

Cost of sales

Cost of sales for the three months ended September 30, 2024 was $15.4 million, which was an increase of 26% from cost of sales of $12.2 million in the comparative prior year period, largely related to inventory impairment of $3.3 million from higher cost per ounce due to lower production due to underground de-watering efforts at the Granite Creek mine.

Depreciation, depletion and amortization

Depreciation, depletion, and amortization expense for the three months ended September 30, 2024 was $0.6 million, a decrease of 62% compared to $1.4 million from the prior year period. The lower depreciation in 2024 is due to the majority of the processing equipment being fully depreciated at Ruby Hill in 2023.

1This is a Non-IFRS Measure; please see “Non-IFRS Measures” section.

Exploration and pre-development expenses


	Three months ended September 30,
(in thousands of USD)	2024	2023
Granite Creek, Nevada	1,651	1,777
Ruby Hill, Nevada	354	3,484
McCoy-Cove, Nevada	3,984	3,184
Buffalo Mountain, Nevada	15	—
FAD, Nevada	15	1,538
Other (i)	—	31
Total exploration, evaluation and pre-development	6,019	10,014

(i)Other includes charges for regional technical services costs not charged to a property.

For the three months ended September 30, 2024, the company incurred $6.0 million of exploration, evaluation and pre-development expenses, 40% lower compared to the three-month period ended September 30, 2023. The lower exploration expense for the three months ended September 30, 2024 was primarily a result of the Company pausing activities at the Ruby Hill mine during the due diligence period for the proposed joint venture, resulting in a reduction in exploration expense of $3.1 million, partially offset by $0.8 million increase at McCoy-Cove.

Other (expense) income


	Three months ended September 30,
(in thousands of USD)	2024	2023
(Loss) gain on convertible loan derivatives	(721)	13,574
(Loss) gain on warrants	(3,587)	7,357
(Loss) gain on Gold Prepay derivative	(2,998)	2,190
(Loss) gain on Silver Purchase derivative	(1,276)	822
Loss on Gold Prepay Agreement modification	—	(1,831)


Loss on deferred consideration	—	(357)
Gain (loss) on foreign exchange	293	(77)

(Loss) gain on sales from Gold Prepayment Agreement	(2,914)	284
Other income (expense)	872	(474)
Total other (expense) income	(10,331)	21,488

Gain and loss on revaluation of the fair value for embedded derivatives of the Gold Prepay and Silver Purchase Agreement are driven by changes in the gold and silver forward prices during the period.

Gain and loss on revaluation of the fair value of warrants and convertible loan derivatives were driven by changes in the Company’s share price during the period.

Gain and loss on sale of gold for the Gold Prepayment Agreement is due to changes of the realized gold price compared to the pricing at inception of the agreement.

The loss on Gold Prepay Agreement modification recognized in the three months ended September 30, 2023 was related to the amendment to the Gold Prepay Agreement whereby additional warrants were issued and fees paid.

Finance Expense


	Three months ended September 30,
(in thousands of USD)	2024	2023
Interest accretion on Gold Prepay Agreement	2,413	1,931
Interest accretion on convertible loans	2,728	2,303
Interest accretion on convertible debentures	2,454	2,056
Interest accretion on silver purchase agreement	697	863
Environmental rehabilitation accretion	688	720
Amortization of finance costs	341	242
Interest paid	1	18
Total finance expense	9,322	8,133

Finance expense for the three months ended September 30, 2024 was $9.3 million, an increase of $1.2 million compared to the three months ended September 30, 2023, primarily from higher interest accretion due to higher balances owing on Gold Prepay agreement, convertible loans and convertible debentures.

Financial results for the nine months ended September 30, 2024

Revenue

Revenue for the nine months ended September 30, 2024 was $27.1 million, a decrease of 7% from $29.1 million in the comparative prior year period. During the nine months ended September 30, 2024, mineralized material sold totaled 29,041 tons and gold ounces sold totaled 7,186 ounces at an average realized gold price1 of $2,290 per ounce, compared to mineralized material sales of 22,710 tons and gold ounces sold of 11,262 at an average realized gold price1 of $1,924 per ounce during the same period of 2023, a decrease of 4,076 in gold ounces sold or 36%. The lower revenue was primarily driven by lower ounces sold at the Ruby Hill mine and Granite Creek mine, partially offset by higher average realized gold price1.


	Nine months ended September 30,
Spot price per ounce of gold		2024	2023	% Change
Average		2,295	1,931	19	%
Low		1,985	1,811	10	%
High		2,664	2,049	30	%
Average realized		2,290	1,924	19	%

Cost of sales

Cost of sales for the nine months ended September 30, 2024 was $42.3 million, which was an increase of 37% from cost of sales of $31.0 million in the comparative prior year period, largely related to inventory impairment of $12.1 million from an updated assumption used to estimate recoverable ounces mined and stockpiled at the Granite Creek mine, and higher cost per ounce due to lower production due to underground de-watering efforts at the Granite Creek mine.

Depreciation, depletion and amortization

Total depreciation, depletion, and amortization expense for the nine months ended September 30, 2024 was $1.0 million, a decrease of 82% compared to $5.6 million from the prior year period. The lower depreciation in 2024 is due to the majority of the processing equipment being fully depreciated at Ruby Hill in 2023.

Exploration and pre-development expenses


	Nine months ended September 30,
(in thousands of USD)		2024	2023
Granite Creek, Nevada		4,072	2,184
Ruby Hill, Nevada		986	15,024
McCoy-Cove, Nevada		8,512	10,241
FAD, Nevada		238	2,282
Buffalo Mountain, Nevada		48	—
Other (i)		11	357
Total exploration, evaluation and pre-development		13,867	30,088

(i)Other includes charges for regional technical services costs not charged to a property.

For the nine months ended September 30, 2024, the company incurred $13.9 million of exploration, evaluation and pre-development expenses compared to $30.1 million of expenses for nine months ended September 30, 2023. The lower exploration expense for the nine months ended September 30, 2024 was a result of the Company pausing activities at Ruby Hill during the due diligence exclusivity period for the potential joint-venture partner. The decrease of $16.2 million is primarily due to $14.0 million lower spending at Ruby Hill as described above and $1.7 million lower spending related to McCoy-Cove due to a delay in the commencing of the drilling exploration activities, offset by slightly higher spending at the Granite Creek mine from surface drilling activities.

1This is a Non-IFRS Measure; please see “Non-IFRS Measures” section.

Other (expense) income


	Nine months ended September 30,
(in thousands of USD)		2024	2023
Gain on convertible loan derivatives		8,424	24,037
Gain on warrants		687	17,532
Loss on Gold Prepay derivative		(7,913)	(63)
(Loss) gain on Silver Purchase derivative		(6,579)	1,274
Loss on Gold Prepay Agreement modification		(667)	(1,831)
Loss on Silver Purchase Agreement modification		(440)	—
Gain on investments		—	997
Gain on convertible debenture		—	900
(Loss) gain on sales from Gold Prepayment Agreement		(3,975)	546
Gain (loss) on foreign exchange		673	(32)
Loss on deferred consideration		—	(1,135)
Other income		2,693	925
Total other (expense) income		(7,097)	43,150

The gain and loss on the valuation of the derivatives of the Gold Prepay and Silver Purchase Agreements are driven by changes in the gold and silver forward prices during the period.

The gain and loss on the valuation of the fair value of warrants, convertible loan and convertible debenture derivatives were driven by an changes in the Company’s share price during the period.

The gain and loss for the purchase of gold in settlement of the Gold Prepayment Agreement is due to changes of the realized gold price compared to the price at inception of the agreement.

The gain and loss on the Gold Prepay and Silver Purchase Agreement modifications recognized in the nine months ended September 30, 2024 and the prior year comparative period were related to the amendments to the agreements whereby additional consideration was provided to Orion.

The gain on investments recorded in the nine months ended September 30, 2023 were related to the Company’s investment in Paycore.

Finance Expense


	Nine months ended September 30,
(in thousands of USD)		2024	2023
Interest accretion on convertible loans		7,795	6,677
Interest accretion on Gold Prepay Agreement		7,716	5,897
Interest accretion on silver purchase agreement		2,376	2,510
Interest accretion on convertible debentures		7,000	4,780
Environmental rehabilitation accretion		2,191	2,160
Amortization of finance costs		975	633
Interest paid		455	41

Total finance expense		28,508	22,698

Finance expense for the nine months ended September 30, 2024 was $28.5 million, an increase of $5.8 million compared to the nine months ended September 30, 2023, primarily due to higher interest accretion due to higher balances owing on the convertible loans and the Gold Prepay Agreement and a full period of interest accretion on convertible debentures of $2.2 million as compared to a partial period in 2023.

Income Taxes

For the nine months ended September 30, 2024, deferred tax recovery of nil decreased from a deferred tax recovery of $8.0 million. The Company reversed its deferred tax liability as result of recognizing of tax losses during the nine months ended September 30, 2023.

Selected Quarterly Information

The following is a summary of selected operating and financial information from the past eight quarters.



(in thousands of USD, unless otherwise noted)	Q3	Q2	Q1	Q4	Q3	Q2	Q1	Q4
	2024	2024	2024	2023	2023	2023	2023	2022

Gold sales (ounces)	3,063	1,636	2,486	3,350	4,585	4,329	2,349	6,769
Oxidized material sales (tons)	14,696	4,178	10,167	31,711	16,059	6,651	—	—
Sulfide material sales (tons) (i)	—	5,183	—	29,512	—	—	—	—

Revenue	11,509	7,184	8,413	25,837	13,215	11,310	4,548	11,647
Costs of sales	(15,449)	(18,994)	(7,904)	(21,878)	(12,244)	(12,188)	(6,542)	(13,530)
Depletion, depreciation and amortization	(552)	(74)	(377)	(1,613)	(1,444)	(2,724)	(1,421)	(1,579)
Mine operating income / (loss)	(4,492)	(11,884)	132	2,346	(473)	(3,602)	(3,415)	(3,462)

Other significant income / (loss):
Exploration, evaluation and pre-development	(6,019)	(5,065)	(2,782)	(8,825)	(10,014)	(11,095)	(8,979)	(6,625)
General and administrative	(4,554)	(6,007)	(4,578)	(4,788)	(4,136)	(4,397)	(5,191)	(4,509)
Property maintenance	(2,549)	(1,864)	(3,405)	(2,321)	(2,763)	(2,781)	(2,449)	(2,111)


Share‑based payments	(794)	(612)	(530)	(667)	(244)	(903)	(1,308)	(820)
Other (expense) / income	(10,331)	(1,519)	4,753	(8,228)	21,488	10,476	11,185	(43,696)
Finance expense	(9,322)	(9,880)	(9,306)	(9,208)	(8,133)	(7,898)	(6,667)	(5,954)

Loss for the period	(38,061)	(36,831)	(15,716)	(31,919)	(4,199)	(15,962)	(13,118)	(63,938)

(i)In December 2023, the Company entered into a sulfide mineralized material sales and purchase agreement with a third party.

Quarterly results are predominantly affected by the number and mix of gold ounces sold, oxidized and sulfide mineral material sold due to different payability, the average realized price per ounce, the cost of sales, and any unusual items. The quarterly year-over-year changes in revenue were primarily related to corresponding changes in gold and mineralized material sold, partially offset by increase in average realized gold price1.

1This is a Non-IFRS Measure; please see “Non-IFRS Measures” section.

DISCUSSION OF FINANCIAL POSITION

Balance Sheet Review

Assets

Cash equivalents increased by $5.5 million from $16.3 million at December 31, 2023 to $21.8 million at September 30, 2024. Refer to the Liquidity and Capital Resources section below for further details.

Property, plant and equipment increased from $638.6 million at December 31, 2023 to $656.2 million at September 30, 2024, the increase was mainly due to capital investment for development work of $18.2 million and $3.0 million in mining equipment at the Granite Creek mine.

Restricted cash and cash equivalents decreased from $44.5 million at December 31, 2023 to $39.9 million at September 30, 2024, primarily due to $5.0 million release of collateral on the surety bonds related to closure obligations at the Lone Tree property.

Liabilities

Total liabilities increased from $297.4 million December 31, 2023 to $301.7 million at September 30, 2024, an increase of $4.3 million. The increase in total liabilities was primarily from increases in other liabilities of $12.8 million due to changes in the fair value of warrants and the embedded derivatives on the Gold Prepay and Silver Purchase Agreement, partially offset by decreases in accounts payable and accrued liabilities due to increased payment to vendors of $5.8 million in the current period and decrease in long term debt of $3.5 million from debt repayment.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity Outlook


	For the period ended
(in thousands of USD)	September 30, 2024	December 31, 2023
Cash and cash equivalents	21,776	16,277
Working capital	(92,927)	(92,852)

As of September 30, 2024, the working capital deficit was comparable to December 31, 2023. Changes in cash and cash equivalents are discussed in the cash flow section.

The Company through its recapitalization plan discussed in the Strategic Overview continues to work toward a deferral of the scheduled deliveries under the Gold Prepay Agreement and Silver Purchase Agreement, which will provide the necessary liquidity to execute on its recapitalization and refinancing plan expected before the end of the first quarter of 2025.

The Company’s ability to continue to operate and execute its new development plan and fulfill its commitments as they come due is dependent upon its success in restructuring its current debt obligations and obtaining additional financing. While Management has been successful in raising additional funds in the past, there can be no assurance that it will be able to do so in the future. Given the Company’s working capital deficit, current operating losses and Management’s expectation of future losses until it has fully executed its new development plan, the inability of the Company to arrange appropriate financing in a timely manner could result in the carrying value of the Company’s assets being subject to material adjustment. These conditions indicate the existence of material uncertainties which cast significant doubt as to the Company’s ability to continue as a going concern.

Equity


Outstanding share data			As of November 12, 2024
Common Shares			404,788,128
Warrants			48,185,249
Stock Options			10,601,184
Restricted Share Units ("RSU")			2,865,555
Deferred Share Units ("DSU")			884,087

Share Capital

For the three months ended September 30, 2024, the only equity activity was the ATM Program.

During the nine months ended September 30, 2024, the Company issued the following shares:


Share issuance	Shares issued	Proceeds
	(000s)	($000s)
Brokered placement	69,698	74,644
Private placement	13,064	17,436
ATM Program	11,498	13,073
Granite Creek contingent payments	2,727	3,564
Exercise of stock options	944	2,010
	97,931	110,727

•Contingent Payment - On February 9, 2024, the Company issued 1.6 million common shares to Waterton at a price of C$1.80 for total gross proceeds of $2.1 million (C$2.9 million) as partial consideration of the contingent value rights payment related to Granite Creek due upon production of the first ounce of gold (excluding ordinary testing and bulk sampling programs) following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce, as further described in Note 8 (a) of the Financial Statements

•Contingent Payment - On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$1.73 for total gross proceeds of $1.4 million (C$2.0 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 8 (a) of the Financial Statements.

•Private Placement of Common Shares - On February 20, 2024, the Company completed a non-brokered private placement of common shares. An aggregate of 13.1 million shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of $17.4 million (C$23.5 million).

•Brokered Placement - On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million Units at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately $83.5 million (C$115.0 million). Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $4.1 million was allocated to shares issued and presented as a reduction to share capital within the statement of changes in equity.

•ATM Program - For the period from August 12, 2024 to September 30, 2024, the Company issued 11.5 million common shares under the ATM Program at a weighted average share price of $1.14 per common share for total gross proceeds of $13.1 million. Transaction costs incurred of $0.4 million are presented as a reduction to share capital.

ATM Program and Filing of Prospectus Supplement

The Company obtained a receipt for a final short form base shelf prospectus on June 24, 2024 (the "Canadian Shelf Prospectus"). The Canadian Shelf Prospectus was filed with the securities regulators in each province and territory of Canada, and a corresponding U.S. base prospectus contained in its registration statement on Form F-10 (the "U.S. Base Prospectus") was filed with the SEC.

These filings allow the Company to make offerings of common shares, warrants, debt securities, subscription receipts and units (collectively, the “Securities”), or any combination thereof, from time to time over a 25-month period in both Canada and the United States. Upon filing its annual 10-K the Company's current U.S. Base Prospectus will no longer be available for future securities offerings. The Securities may be offered in amounts, at prices and on terms to be determined at the time of sale and, subject to applicable regulations, may include “at-the-market” offerings, public offerings or strategic investments. The specific terms of future offerings of Securities, if any such offerings occur, will be set forth in one or more prospectus supplement(s) to be filed with applicable securities regulators.

The ATM Program has been implemented pursuant to the terms of an equity distribution agreement dated August 12, 2024 (the "Equity Distribution Agreement"), among the Company, National Bank Financial Inc., and a syndicate of underwriters (collectively, the "Agents"). The ATM Program allows i-80, through the Agents, to, from time to time, offer and sell in Canada and the United States through the facilities of the TSX and the NYSE American stock exchange (the “NYSE American”) such number of common shares in the capital of the Company (the “Shares”) as would have an aggregate offering price of up to $50 million.

The offering of Shares under the ATM Program are made through and qualified in Canada by, a prospectus supplement dated August 12, 2024 (the “Canadian Prospectus Supplement”) to the Canadian Shelf Prospectus, each filed with the securities commissions in each of the provinces and territories of Canada, and in the United States pursuant to a prospectus supplement dated August 12, 2024 (the “U.S. Prospectus Supplement”) to the Company's U.S. Base Prospectus filed with the SEC.

The ATM Program will be effective until the filing of the Company's annual 10-K (on or prior to March 31, 2025), unless terminated before such date by i-80 or otherwise in accordance with the Equity Distribution Agreement. Once the 10-K is filed, the Company will be required to file a new registration statement for purposes of qualifying any future prospectus issuance of securities in the United States. The timing and extent of the use of the ATM Program will be at the discretion of the Company. Accordingly, total gross proceeds from equity offerings under the ATM Program, if any, could be significantly less than $50 million. As of November 12, 2024, $29.9 million is still available to be issued under the ATM Program.

Share Purchase Warrants

Share purchase warrants outstanding as at September 30, 2024:

•In connection with the Orion financing package the Company completed during the fourth quarter of 2021, the Company issued 5.5 million common share warrants exercisable at C$3.28 per share with an exercise period of 36 months or until December 13, 2024. On September 20, 2023, in connection with the Gold Prepay Agreement the Company extended the expiry date by an additional twelve months to December 13, 2025. The initial fair value of the warrants recognized on inception was $3.5 million and at September 30, 2024 $0.5 million.

•In connection with the Paycore acquisition from 2023 the Company issued a total of 3.8 million common share warrants for Paycore warrants outstanding on the date of acquisition. The replacement warrants are comprised of 0.3 million common share warrants at an exercise price of C$2.40 per common share until February 9, 2025, and 3.3 million common share warrants at an exercise price of C$4.02 per common share until May 2, 2025. The initial fair value of the warrants recognized on inception was $2.7 million and at September 30, 2024 $0.1 million.

•In connection with the Gold Prepay Agreement entered into during the third quarter of 2023, the Company issued 3.8 million common share warrants exercisable at C$3.17 per share with an exercise period of 36 months or until September 20, 2026. The warrants include a four month hold period. The initial fair value of the warrants recognized on inception was $1.9 million and at September 30, 2024 $0.6 million.

•In connection with the Silver Purchase Extension Agreement entered into during the first quarter of 2024, the Company issued 0.5 million common share warrants exercisable at C$2.72 per share with an exercise period of 48 months or until January 24, 2028. The warrants include a four month hold period. The initial fair value of the warrants recognized on inception was $0.3 million and at September 30, 2024 was $0.2 million.

•As part of the Brokered Placement, 34.8 million warrants were issued, exercisable to acquire one common share of the Company for a period of 48 months from closing of the Offering at an exercise price of C$2.15 per share. On May 1, 2024, share purchase warrants issued in connection with the Offering commenced trading on the TSX under the symbol "IAU.WT".The 34.8 million common share warrants issued in connection with the offering were valued at $8.9 million at inception using the closing price of the warrants of C$0.35 on May 1, 2024.

The below table compares the actual use of proceeds as at September 30, 2024 with the expected uses described in the Prospectus dated April 25, 2024 in connection with the Brokered Placement:


Use of proceeds (in millions of US dollars)	Expected Use of Proceeds		Actual Use of Proceeds		Variance
Development and expansion at the Granite Creek Project	$	7,257	$	6,284	$	973
Working capital requirements of the McCoy-Cove Project	11,838		4,922		6,916
Working capital requirements of the Ruby Hill Project	9,677		2,221		7,456
Working capital requirements of the Lone Tree Project	13,000		3,532		9,468
General working capital/corporate purposes	21,814		10,461		11,353
Debt Repayments	16,423		32,205		(15,782)
Total	$	80,009	$	59,625	$	20,384

The actual use of proceeds includes spending during the period of May 1 through September 30, 2024, or 5 months of the 15 month projected timeline for the expected use of proceeds. The use of proceeds excluded any revenue generated and associated costs to produce the revenue for those projects that produce revenue from the sale of ounces or mineralized material.

For development and expansion at the Granite Creek Project, the spending included an increase in spending for de-watering equipment, drilling of an additional de-watering well and related capital. This increase in spending was offset due to pausing the surface drilling program at the South Pacific Zone as the Company determined it was more cost effective to develop an exploration drift and complete the drill program from underground.

The increase of use of proceeds related to debt repayments is due to delivering the ounces related to the second quarter gold prepay. The second quarter gold prepay payment was anticipated to be deferred in the expected use of proceeds. In addition, due to the increase in precious metal pricing, the first quarter gold prepay and the 2023 silver prepay delivery that was deferred until the second quarter resulted in high payments than expected. This increase in the gold and silver prices also elevated the value of the second quarter gold prepayment.

The use of proceeds for McCoy-Cove are driven by the drilling program. The drilling program is advancing and is expected to be completed during the first half of 2025.

Cash Flows


	Three months ended September 30,				Nine months ended September 30,
(in thousands of U.S. dollars, unless otherwise noted)	2024		2023		2024		2023
OPERATING ACTIVITIES
Loss for the period	$	(38,061)	$	(4,199)	$	(90,606)	$	(33,278)

Items not affecting cash and adjustments	21,154		(11,778)		40,717		(19,050)
Change in non-cash working capital	(2,094)		1,540		(12,008)		(1,463)
Cash used in operating activities	$	(19,001)	$	(14,437)	$	(61,897)	$	(53,791)

INVESTING ACTIVITIES

Capital expenditures on property, plant and equipment	(4,723)		(11,572)		(14,142)		(34,389)




Restricted cash	(447)		3,596		4,589		(11,073)
Other assets	—		—		425		—
Net cash acquired in acquisition of Paycore Minerals Inc.	—		—		—		10,027
Purchase of investments	—		—		—		(894)
Cash used in investing activities	$	(5,170)	$	(7,976)	$	(9,128)	$	(36,329)

FINANCING ACTIVITIES
Proceeds from shares issued in brokered placement	—		—		83,500		—
Proceeds from shares issued in equity financing	—		27,693		17,436		27,693
Proceeds from shares issued in ATM Program	12,965		—		12,965		—
Net proceeds from Gold Prepay Agreement	—		18,932		—		18,932
Net proceeds on Convertible Debentures	—		—		—		61,906
Contingent payments	—		—		—		(11,000)

Principal repayment on Gold Prepay Agreement	(14,101)		(3,989)		(23,818)		(12,192)
Principal repayment on Silver Purchase Agreement	—		(28)		(8,387)		(5,690)
Share issue costs	(397)		(1,632)		(4,878)		(1,632)
Stock option and warrant exercises	38		44		933		1,947
Finance fees paid	(564)		—		(1,514)		—
Other	(98)		(149)		(385)		(340)
Cash (used in) provided by financing activities	$	(2,157)	$	40,871	$	75,852	$	79,624

Change in cash and cash equivalents during the period	(26,328)		18,458		4,827		(10,496)
Cash and cash equivalents, beginning of period	47,812		19,355		16,277		48,276
Effect of exchange rate changes on cash held	292		(78)		672		(45)
Cash and cash equivalents, end of period	$	21,776	$	37,735	$	21,776	$	37,735

Cash flows for the three months ended September 30, 2024

Cash used in operating activities for the three months ended September 30, 2024, was $19.0 million compared to $14.4 million cash used in operating activities in the comparative periods of 2023. The $4.6 million increase in cash used in operating activities was primarily due to lower mine operating income partially offset by lower exploration, evaluation and pre-development expenses.

Cash used in investing activities for the three months ended September 30, 2024 was $5.2 million compared to $8.0 million in the comparative periods of 2023. Cash used in investing activities for the three months ended September 30, 2024 primarily relates to capital expenditures on mine development of $4.7 million at the Granite Creek mine. Cash used in investing activities for the three months ended September 30, 2023 was primarily related to capital investment of $11.6 million for development work at Granite Creek, the exploration ramp at McCoy-Cove and the engineering and design work on the autoclave at Lone Tree, partially offset by funds returned from the surety bonds of $3.6 million.

Cash used in financing activities for the three months ended September 30, 2024 was $2.2 million compared to cash provided by financing activities of $40.9 million in the comparative period of 2023. Cash used in financing activities for the three months ended September 30, 2024, was primarily due to $14.1 million repayment on the Gold Prepay Agreement, partially offset by $13.0 million cash provided by proceeds from the ATM Program. Cash provided by financing activities for the three months ended September 30, 2023 was primarily driven by proceeds received of $27.7 million from the equity financing and net proceeds received of $18.9 million from the 2023 gold prepay accordion, offset by repayment on the Gold Prepay Agreement of $4.0 million.

Cash flows for the nine months ended September 30, 2024

Cash used in operating activities for the nine months ended September 30, 2024, was $61.9 million compared to $53.8 million cash used in operating activities in the comparable period of 2023. The increase of $8.1 million in cash used in operating activities for the nine months ended September 30, 2024 was primarily related to the $10.5 million change in working capital related to operations. The $2.4 million increase in cash outflows from operating activities before working capital was primarily due to lower exploration, evaluation and pre-development expenses of $16.2 million partially offset by higher mine operating loss.

Cash used in investing activities for the nine months ended September 30, 2024 was $9.1 million compared to $36.3 million for the nine months ended September 30, 2023. Cash used in investing activities for the nine months ended September 30, 2024 was primarily driven by capital expenditures of $14.1 million partially offset by funds returned from surety bonds of $4.6 million. Cash used in investing activities for the nine months ended September 30, 2023 was primarily driven by $12.9 million and $6.5 million in mine development expenditures at Granite Creek and McCoy Cove, respectively, engineering and design work on the autoclave at Lone Tree of $12.5 million, additional funds placed into the surety bonds of $11.1 million, and additional funds spent on purchasing of investments of $0.9 million, partially offset by funds received of $10.0 million from the Paycore acquisition.

Cash provided by financing activities for the nine months ended September 30, 2024 was $75.9 million compared to $79.6 million for the nine months ended September 30, 2023. Cash provided by financing activities for the nine months ended September 30, 2024 was primarily from proceeds from bought deal public offering of $83.5 million, net proceeds of $17.4 million from the equity financing, $13.0 million from proceeds from the ATM equity program, partially offset by payments on the Gold Prepay and Silver Purchase Agreement of $23.8 million and $8.4 million, respectively and share issuance costs of $4.9 million. Cash used in investing activities for the nine months ended September 30, 2023 was primarily driven by net proceeds from the convertible debenture of $61.9 million, proceeds received of $27.7 million from the equity financing and net proceeds received of $18.9 million from the 2023 gold prepay accordion, partially offset by payments on the Gold Prepay and Silver Purchase Agreement of $12.2 million and $5.7 million, respectively, and a contingent payment of $11.0 million in satisfaction of the First and Second Milestone Payments for the deferred consideration of the acquisition of Ruby Hill.

COMMITMENTS AND CONTINGENCIES

The Company has described its commitments and contingencies in to Note 20 of the Financial Statements for the three and nine months ended September 30, 2024.

Off Balance Sheet Arrangements

The Company has no off-balance sheet other than the commitments disclosed in the Financial Statements for the three and nine months ended September 30, 2024.

CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES, POLICIES AND CHANGES

Critical accounting policies and estimates used to prepare our financial statements are discussed with our audit committee as they are implemented on an annual basis. The were no significant changes in our critical accounting policies or estimates since December 31, 2023. For further details on the Company’s accounting policies and estimates, refer to the Company’s audited consolidated financial statements for the year ended December 31, 2023.

Transition to US Generally Accepted Accounting Principles

NON-IFRS FINANCIAL PERFORMANCE MEASURES

The Company has included certain terms or performance measures commonly used in the mining industry that are not defined under IFRS Accounting Standards in this document. These include: adjusted loss, adjusted loss per share, and average realized price per ounce. Non-IFRS financial performance measures do not have any standardized meaning prescribed under IFRS Accounting Standards, and therefore, they may not be comparable to similar measures employed by other companies. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS Accounting Standards and should be read in conjunction with the Company's Financial Statements.

Definitions

“Average realized gold price” per ounce of gold sold is a non-IFRS measure and does not constitute a measure recognized by IFRS Accounting Standards and does not have a standardized meaning defined by IFRS Accounting Standards. It may not be comparable to information in other gold producers’ reports and filings.

“Adjusted loss” and “adjusted loss per share” are non-IFRS measures that the Company considers to better reflect normalized earnings because it eliminates temporary or non-recurring items such as: gain (loss) on warrants, gain (loss) on convertible debentures and loans, gain (loss) on fair value measurement of gold and silver prepayment agreement, loss on Gold Prepay Agreement modification, loss on Silver Purchase Agreement modification, and inventory impairments. Adjusted loss per share is calculated using the weighted average number of shares outstanding under the basic calculation of earnings per share as determined under IFRS.

Average realized gold price per ounce of gold sold


	Three months ended September 30,		Nine months ended September 30,
(in thousands of U.S. dollars, unless otherwise noted)	2024	2023	2024	2023
Nevada production
Revenue per financial statements	11,509	13,215	27,107	29,073
Mineralized material sales revenue	(4,090)	(4,456)	(10,577)	(7,277)
Revenue without mineralized material sales	7,419	8,758	16,530	21,796
Silver revenue from mining operations	(1)	(70)	(72)	(131)
Gold revenue from mining operations	7,418	8,688	16,458	21,665
Ounces of gold sold	3,063	4,585	7,186	11,262
Average realized gold price ($/oz)	2,422	1,895	2,290	1,924

Lone Tree
Revenue	4,522	3,417	11,507	10,092
Silver revenue from mining operations	(1)	—	(29)	(19)
Gold revenue from mining operations	4,521	3,417	11,478	10,073
Ounces of gold sold	1,842	1,775	5,010	5,138
Average realized gold price ($/oz)	2,454	1,925	2,291	1,960

Ruby Hill
Revenue	2,105	3,623	4,232	9,125
Silver revenue from mining operations	—	(70)	(43)	(112)
Gold revenue from mining operations	2,105	3,553	4,189	9,013
Ounces of gold sold	906	1,910	1,861	4,781
Average realized gold price ($/oz)	2,323	1,860	2,251	1,885

Granite Creek
Revenue	4,882	6,175	11,368	9,856
Mineralized material sales revenue	(4,090)	(4,456)	(10,577)	(7,277)


Gold revenue from mining operations	792	1,719	791	2,579
Ounces of gold sold	315	900	315	1,344
Average realized gold price ($/oz)	2,514	1,910	2,511	1,919

Adjusted loss

Adjusted loss and adjusted loss per share exclude a number of temporary or one-time items detailed in the following table:


	Three months ended September 30,				Nine months ended September 30,
(in thousands of U.S. dollars, unless otherwise noted)(i)	2024		2023		2024		2023

Net loss for the period	$	(38,061)	$	(4,199)	$	(90,606)	$	(33,278)
Adjust for:

(Loss) gain on convertible loans	(721)		13,574		8,424		24,037
(Loss) gain on warrants	(3,587)		7,357		687		17,532
(Loss) gain on Gold Prepay derivative	(2,998)		2,190		(7,913)		(63)
(Loss) gain on Silver Purchase derivative	(1,276)		822		(6,579)		1,274
Gain on convertible debenture	—		—		—		900
Loss on Gold Prepay Agreement modification	—		(1,831)		(667)		(1,831)
Loss on Silver Purchase Agreement modification	—		—		(440)		—
Inventory impairments	(3,331)		—		(12,095)		(8,531)
Loss on deferred consideration	—		(357)		—		(1,135)
Total adjustments	(11,913)		21,755		(18,583)		32,183
Adjusted loss for the period	$	(26,148)	$	(25,954)	$	(72,023)	$	(65,461)
Weighted average shares for the period	386,474,070		287,128,970		350,581,065		266,207,340
Adjusted loss per share for the period	$	(0.07)	$	(0.09)	$	(0.21)	$	(0.25)

RISKS AND RISK MANAGEMENT

Readers of this MD&A are encouraged to read the “Risk Factors” as more fully described in the Company’s filings with the Canadian Securities Administrators, including its Annual Information Form for the year ended December 31, 2023, available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca. The following, while not exhaustive, are important Risk Factors to consider: Inability to Obtain Additional Financing and Reduction in Scope of Planned Business Objectives, The Company's mining operations are inherently dangerous various factors could result in an interruption of the Company's operations and impact its business and financial condition; The estimation of mineral reserves and mineral resources may be imprecise and depends upon subjective factors; Estimated mineral reserves and mineral resources may not be realized in actual production; Company's results of operations and financial position may be adversely affected by inaccurate estimates; Company's mineral resources do not have demonstrated economic viability and may never be classified as proven or probable mineral reserves; Fluctuating commodity prices may result in the Company not receiving an adequate return on invested capital and a loss of all or part of an investment in securities of the Company may result; Failure to further develop the Ruby Hill Project, the Granite Creek Project, McCoy-Cove project or the Lone Tree Project may result in a material adverse effect on the Company's business, financial condition, results of operations, cash flows and prospects; Company is not able to obtain any additional financing required to advance exploration and development; Company may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy its obligations under such indebtedness, which may not be successful; Failure to achieve capital and operational cost estimates could have an adverse impact on the Company's future cash flows and financial condition; Forecasts of future production are estimates and actual production may be less than estimated, which could have a material adverse effect on the Company's results of operations and financial condition; Inability to renegotiate the toll milling agreement; Company may continue to have negative cash flow from operating activities in future periods; Company is dependent on a small number of key employees; Failure to retain directors and senior management; reliance on third parties for important relationships and services; the Company's financial statements may not reflect what the Company's financial position, results of operations or cash flows will be in the future; A failure or breach of the Company's network systems could corrupt the Company's financial or operational data; no assurance that the Company's title to mineral projects will be secured; The Company's activities are subject to extensive governmental regulation; Public Health Risks; Interference in the maintenance or provision of the Company's infrastructure; Information technology failures or cyber security incidents; Labor difficulties; Failure to maintain or obtain permits and licenses; Company's operations are subject to extensive environmental regulation; land reclamation requirements; surety bonds risk, hazards associated with mining activities; Existing or future competition in the mining industry; fail to select appropriate acquisition targets and may not be able to integrate any acquired businesses; acquisition risks; Company's directors and officers may be subject to conflicts of interest; non compliance from ESTMA; developing and maintaining relationships with local communities; disputes with third parties and an inability to resolve these disputes favorably; Damage to the Company's image and reputation; Climate change; access to the resources and materials it needs; mineral properties or mineral projects may be subject to various land payments; The Company has significant shareholders that may be able to significantly affect the outcome of important matters; Geological, hydrological, and climatic events; Rising inflation could lead to increased costs; Securities analysts or other third parties may publish inaccurate or unfavorable research reports; Internal control over financial reporting and disclosure controls and procedures cannot provide complete assurance of error-free reporting; International conflict and other geopolitical tensions or events, such as the current Russia-Ukraine conflict, may have an adverse effect on the Company's business, financial condition and results of operations; No guarantee of positive return on investment; There is no certainty that an active trading market for the Common Shares will develop or be sustained; Common Shares may be subject to significant price and volume fluctuations; The Company may need to sell additional Common Shares to finance its operations and such future sales may dilute shareholders' equity position in the Company; Sales by existing shareholders in the public market could reduce the price of the Common Shares and impair the Company's ability to raise additional capital; The Company's dual listing may increase the volatility of the Common Shares; A decline in the price of Common Shares could impede the Company's ability to raise additional capital to finance its operations and may materially adversely affect its business plan and ability to meet obligations as

they become due; The Company may become involved in, named as a party to or the subject of, various legal proceedings and third party disputes, including regulatory proceedings, tax proceedings and other legal actions or disputes relating to, among other things, personal injuries, property damage, contract disputes and their business activities; The Company has no history of earnings and has no current plans to pay dividends in the foreseeable future; Forward-looking statements are based on assumptions and the actual results of the Company may differ materially from those suggested by the forward-looking statements; As a foreign private issuer, the Company is subject to different United States securities laws and rules than a United States domestic issuer, which may limit the information publicly available to United States investors; The Company relies upon certain accommodations available to it as an "emerging growth company"; Enforcement of Civil Liabilities in the United States.

Financial Instruments and Related Risks

The Company is exposed to financial instrument risk (credit risk, liquidity risk and market risk), where material these risks are reviewed by the Board of Directors. For details on the Company’s financial instruments and related risks, see Note 21 in the Company’s Financial Statements for the three and nine months ended September 30, 2024.

Management of Capital Risk

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going-concern in order to pursue the exploration and development of its mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

In compliance with the Canadian Securities Administrators’ Regulation, we have filed certificates signed by the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) that, among other things, report on the design of disclosure controls and procedures and the design of internal controls over financial reporting.

Disclosure Controls and Procedures

The CEO and the CFO have designed disclosure controls and procedures or have caused them to be designed under their supervision, in order to provide reasonable assurance that (i) material information relating to the Company has been made known to them; and (ii) information required to be disclosed in the Company’s filings is recorded, processed, summarized and reported within the time periods specified in securities legislation. There were no changes made to i-80 Gold’s disclosure controls and procedures in the three and nine months ended September 30, 2024. Based on this evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as at September 30, 2024.

Internal Control over Financial Reporting

The CEO and the CFO have also designed internal controls over financial reporting (“ICFR”) or have caused them to be designed under their supervision, in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (COSO 2013). Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance with respect to financial statement preparation and presentation. There have been no significant changes in our internal controls during the nine months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, i-80 Gold’s internal control over financial reporting. Based on this assessment management concluded that the Company’s internal controls over financial reporting were effective as of September 30, 2024.

Limitations of Controls and Procedures

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that any design will not succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

TECHNICAL INFORMATION

Scientific and technical information contained in this MD&A has been reviewed and approved by Tim George, PE, and Tyler Hill, CPG-12146, who are the Qualified Persons, as the term is defined in NI 43-101. For more detailed information regarding the Company’s

material mineral properties and technical information related thereto, including a complete list of current technical reports applicable to such properties, please refer to the Company’s Annual Information Form and other continuous disclosure documents filed by the Company on SEDAR+ at www.sedarplus.ca, and on the Company’s website at www.i80gold.com.

Mineral Resources referenced herein are not Mineral Reserves and do not have demonstrated economic viability. Mineral Resource estimates do not account for mineability, selectivity, mining loss, and dilution. The Mineral Resource estimates include Inferred Mineral Resources that are normally considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is also no certainty that these Inferred Mineral Resources will be converted to Measured and Indicated categories through further drilling, or into Mineral Reserves, once economic considerations are applied.

CAUTIONARY STATEMENT ON FORWARD LOOKING STATEMENTS

Certain information set forth in this MD&A, including but not limited to management's assessment of the Company's future plans and operations, the perceived merit of projects or deposits, and the anticipated timing of permitting, the impact and anticipated timing of the Company’s development plan and recapitalization plan, the anticipated timing of permitting, production, project development or technical studies contains forward looking statements. 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 "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "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. Readers are cautioned that the assumptions used in the preparation of information, although considered reasonable at the time of preparation, may prove to be inaccurate and, as such, reliance should not be placed on forward looking statements. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, if any, that the Company will derive there from. By their nature, forward looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company’s control, including general economic and industry conditions, volatility of commodity prices, title risks and uncertainties, ability to access sufficient capital from internal and external sources, currency fluctuations, construction and operational risks, licensing and permit requirements, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, imprecision of resource, reserve or production estimates and stock market volatility. Please see “Risks and Risk Management” in this MD&A for more information regarding risks regarding the Company. All forward-looking statements contained in this MD&A speak only as of the date of this MD&A or as of the dates specified in such statements. 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.

Additional information relating to i-80 Gold can be found on i-80 Gold’s website at www.i80gold.com, SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov/edgar.

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Richard Young, Chief Executive Officer of i-80 Gold Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of i-80 Gold Corp. (the “issuer”) for the interim period ended September 30, 2024.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 12, 2024

/s/ Richard Young

___________________

Richard Young

Chief Executive Officer

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Ryan Snow, the Chief Financial Officer of i-80 Gold Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of i-80 Gold Corp. (the “issuer”) for the interim period ended September 30, 2024.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

Date: November 12, 2024

/s/ Ryan Snow

___________________

Ryan Snow

Chief Financial Officer

i-80 Gold Reports Q3 2024 Operating Results and New Development Plan

Reno, Nevada, November 12, 2024 – i-80 GOLD CORP. (TSX: IAU) (NYSE American: IAUX) (“i-80 Gold”, or the “Company”) reports its operating and financial results for the three and nine months ended September 30, 2024. i-80 Gold’s unaudited condensed consolidated interim financial statements (“Financial Statements”), as well as i-80’s Management's Discussion and Analysis of Operations and Financial Condition (“MD&A”) for the three and nine months ended September 30, 2024, are available on the Company’s website at www.i80gold.com, on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov. Unless otherwise stated, all amounts referred to herein are in U.S. dollars (C$ represents Canadian dollars).

"The quality of the asset base, location and strength of the team made the decision to join i-80 Gold an easy one. We are all very excited by the prospect of developing i-80 Gold into a Nevada focused mid-tier gold producer by the early 2030’s. The new development plan envisions us ramping up, permitting and building five gold mines through the balance of the decade. The team is well advanced on finding financing solutions to fund our new development plan," Richard Young, President and Chief Executive Officer of i-80 Gold.

STRATEGIC OVERVIEW

RECAPITALIZATION PLAN

RUBY HILL BASE METAL JOINT VENTURE

ORGANIZATIONAL CHANGES

1 Specified financial measure which is not a standardized measure under IFRS and may not be comparable to similar specified financial measures used by other entities. Please see "Non-IFRS Financial Performance Measures" for the composition of such specified financial measure, an explanation of how such specified financial measure provides useful information to a reader and the purposes for which management of i-80 uses the specified financial measure, and where required, a reconciliation of the specified financial measure to the most directly comparable IFRS measure.

OPERATIONAL AND FINANCIAL OVERVIEW

Third Quarter 2024

•Third quarter loss per share was $0.10 per share, a decrease from $0.01 loss per share in the comparative prior year period.

•September 30, 2024 cash balance is $21.8 million, a decrease of $26.0 million from the end of the second quarter due to cash used in operations and cash used for capital expenditures.

•During the third quarter the Company began an at-the-market equity program (“ATM program”) to raise equity. In total 11.5 million shares were issued for gross proceeds of $13.1 million.

•Third quarter revenue totaled $11.5 million compared to $13.2 million in the comparative prior year period due to lower volumes sold partially offset by higher gold price.

•Cost of sales increased by $3.2 million over the prior year quarter primarily due to an inventory impairment recognized.

•The Company published its second annual sustainability report which can be found on the Company’s website.

•The Company is working to reschedule current debt obligations and to provide the additional capital required to execute the new development plan.

•Management changes were also made to strengthen the management team to execute on the new development plan.

Year to Date (“YTD”) 2024

•YTD loss per share was $0.26 per share, a decrease from $0.13 loss per share in the comparative prior year period.

•YTD revenue totaled $27.1 million compared to $29.1 million in the comparative prior year period.

•Approximately 80,000 feet (core and RC) drilled with multiple positive results to expand mineralization further at the Ruby Hill mine, the Granite Creek mine and the McCoy-Cove project.


	Three months ended September 30,		Nine months ended September 30,
(in thousands of USD)	2024	2023	2024	2023

Revenue	11,509	13,215	27,107	29,073
Cost of sales	(15,449)	(12,244)	(42,346)	(30,975)
Depletion, depreciation and amortization	(552)	(1,444)	(1,003)	(5,589)
Mine operating loss	(4,492)	(473)	(16,242)	(7,491)

Expenses
Exploration, evaluation and pre-development	6,019	10,014	13,867	30,088
General and administrative	4,554	4,136	15,139	13,724

Property maintenance	2,549	2,763	7,818	7,992
Share-based payments	794	244	1,935	2,455
Loss before the following	(18,408)	(17,630)	(55,001)	(61,750)

Other (expense) income	(10,331)	21,488	(7,097)	43,150
Finance expense	(9,322)	(8,133)	(28,508)	(22,698)

Loss before income taxes	(38,061)	(4,275)	(90,606)	(41,298)


Deferred tax recovery	—	76	—	8,020
Loss and comprehensive loss for the period	(38,061)	(4,199)	(90,606)	(33,278)

Granite Creek


		Three months ended September 30,		Nine months ended September 30,
Operational Statistics		2024	2023	2024	2023
Oxide mineralized material mined	tons	18,846	13,294	45,658	29,738
Sulfide mineralized material mined	tons	11,917	9,709	21,153	20,817
Total oxide and sulfide mineralized material mined	tons	30,763	23,003	66,811	50,555
Material mined grade	g/tonne	8.38	8.34	7.74	8.87
Material mined grade	oz/ton	0.24	0.24	0.23	0.26
Low-grade mineralized material mined1	tons	22,488	12,800	47,186	30,110
Low-grade mineralized material grade1	g/tonne	2.92	3.18	3.00	3.02
Low-grade mineralized material grade1	oz/ton	0.09	0.09	0.09	0.09
Waste mined	tons	35,916	24,753	108,404	106,830
Processed mineralized material2	tons	38,000	—	43,183	11,084
Oxide mineralized material sold	tons	14,696	16,059	29,041	22,710
Sulfide mineralized material sold	tons	—	—	5,183	—
Total mineralized material sold	tons	14,696	16,059	34,224	22,710
Ounces of gold sold	oz	315	900	315	1,344
Underground mine development (capital development)	ft	807	888	3,071	3,194
Exploration drilling	ft	4,923	16,144	23,413	20,944

Financial Statistics		2024	2023	2024	2023
Mining cost (total mineralized material and waste)	$/ton	134	124	129	103
Processing cost (processed mineralized material)	$/ton	20	N/A	34	151
Site general and administrative (“G&A”) (total mineralized material mined3)	$/ton	29	18	30	26


Royalties	$000s	358	259	1,913	475


Capital expenditure4	$000s	5,949	4,636	21,233	13,711
Exploration spending	$000s	1,651	1,777	4,072	2,184

1Low-grade mineralized material extracted as part of the mining process that is below cut-off grade but incrementally economic.

2Processed mineralized material consists of toll treated material and material placed under leach.

3Total mineralized material mined consists of sulfide, oxide, and low-grade mineralized material.

4Capital expenditure based on accrual basis.

The Company continues to encounter elevated oxide mineralized material. A significant portion of this mineralized material that was lower grade was deemed suitable for processing via heap leach at the Lone Tree heap leach facility. This material is stockpiled and subsequently transported to Lone Tree for leaching. During the quarter, this material was placed on the leach pad but not placed under leach until late in the quarter and recovery of ounces will take place after the quarter end. This is in part responsible for the lack of ounce production even though the mineralized material mined increased significantly period over period. In addition, during the three months ended, no sulfide mineralized material was processed under the toll milling agreement. As of September 30, 2024, all of the remaining sulfide mineralized material under the toll milling agreement has been delivered to NGM and the Company anticipates that the sulfide mineralized material will be processed in the fourth quarter.

Subsequent to the quarter end, on October 14, 2024, the toll milling agreement with NGM expired. The terms of the agreement provide for a good faith renegotiation or extension of the agreement as long as certain conditions are met. The Company is currently engaged with NGM to establish an extension or updated agreement for processing of the i80 refractory material. If the Company is unable to obtain an extension of the Autoclave Toll Milling Agreement in a timely manner (or at all), the Company will be required to seek other arrangements for the processing of refractory material from its Granite Creek mine. For the year 2024, the Company

anticipates that approximately 25% of the ounces produced from Granite Creek fall under the Toll Milling Agreement and the Company does not anticipate that percentage will increase materially over the next 12 months.

Capital expenditures for the three and nine months focused mainly on underground development and de-watering. The increased capital period over period is related increased footage as noted in the table above. Furthermore, the water treatment plant contributed to $0.5 million in capital spending for the 9 month period.

Ruby Hill


		Three months ended September 30,		Nine months ended September 30,
Operational Statistics		2024	2023	2024	2023
Ounces of gold sold	oz	906	1,910	1,861	4,781
Exploration drilling	ft	—	8,345	4,032	74,684

Financial Statistics		2024	2023	2024	2023
Mining cost	$/oz	—	—	—	11
Processing cost (processed oz)	$/oz	984	726	1,142	642
Site G&A (processed oz)	$/oz	432	310	607	263
Royalties	$000s	64	105	126	250
Capital expenditure1	$000s	—	11	118	30
Exploration spending	$000s	354	3,484	986	15,024

1Capital expenditure based on accrual basis.

Exploration spending for the three and nine months was related to metallurgical tests and drilling for metallurgical samples, respectively.

McCoy-Cove


		Three months ended September 30,		Nine months ended September 30,
Operational Statistics		2024	2023	2024	2023

Exploration drilling	ft	34,268	16,789	52,244	48,048

Financial Statistics		2024	2023	2024	2023
Capital expenditure1	$000s	—	470	—	5,637
Exploration spending	$000s	3,984	3,184	8,512	10,241

1Capital expenditure based on accrual basis.

Lone Tree


		Three months ended September 30,		Nine months ended September 30,
Operational Statistics		2024	2023	2024	2023
Ounces of gold sold	oz	1,842	1,775	5,010	5,138


Financial Statistics		2024	2023	2024	2023
Processing cost (processed oz)	$/oz	697	801	732	820
Site G&A (processed oz)	$/oz	142	272	184	235
Capital expenditure1	$000s	71	3,163	578	12,895

1Capital expenditure based on accrual basis.

ATM PROGRAM

On August 12, 2024, the Company implemented an ATM to sell through the TSX and the NYSE common shares up to an aggregate offering price of up to $50 million. For the three ended September 30, 2024, proceeds of $13.1 million were received from the issuance of 11.5 million shares sold. The Company will continue to use the ATM Program as a tool to maintain an appropriate level of liquidity as it executes on the recapitalization plan as discussed in the Recapitalization Plan section. As at November 12, 2024, the Company has issued 17.7 million common shares under the ATM Program for total gross proceeds of $20.1 million.

The Company will hold a conference call and webcast on November 13, 2024, commencing at 10:00 am ET to discuss its third

quarter results and answer questions from participants.

CONFERENCE CALL AND WEBCAST

Webcast URL: https://app.webinar.net/97XY5Q06ex0

Conference Call Information:

North American Toll-free: 1-800-836-8184

Local Toronto: 1-289-819-1350

Qualified Persons

Tyler Hill, CPG-12146, Chief Geologist, and Tim George, PE, Mining Operations Manager, at i-80 have reviewed this press release and are the Qualified Persons for the information contained herein and are a "Qualified Person" within the meaning of National Instrument 43-101.

ABOUT i-80 GOLD CORP.

i-80 Gold Corp. is a Nevada-focused mining company with a goal of achieving mid-tier gold producer status through the development of multiple deposits within the Company’s advanced-stage property portfolio with processing at i-80’s centralized milling facilities. i-80 Gold’s common shares are listed on the TSX and the NYSE American under the trading symbol IAU:TSX and IAUX:NYSE. Further information about i-80 Gold’s portfolio of assets and long-term growth strategy is available at www.i80gold.com or by email at info@i80gold.com.

For further information, please contact:

Richard Young – CEO

Matt Gili – President & COO

Ryan Snow - CFO

Leily Omoumi - VP Corporate Development and Strategy

1.866.525.6450

Info@i80gold.com

www.i80gold.com

FORWARD LOOKING INFORMATION

Certain information set forth in this release, including but not limited to management's assessment of the Company's future plans and operations, the perceived merit of projects or deposits, and the anticipated timing of permitting, the impact and anticipated timing of the Company’s development plan and recapitalization plan, the anticipated timing of permitting, production, project development or technical studies contains forward looking statements. 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 "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "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. Readers are cautioned that the assumptions used in the preparation of information, although considered reasonable at the time of preparation, may prove to be inaccurate and, as such, reliance should not be placed on forward looking statements. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, if any, that the Company will derive there from. By their nature, forward looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company’s control, including general economic and industry conditions, volatility of commodity prices, title risks and uncertainties, ability to access sufficient capital from internal and external sources, currency fluctuations, construction and operational risks, licensing and permit requirements, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, imprecision of resource, reserve or production estimates and stock market volatility. Please see “Risks and Risk Management” in the MD&A for the three and nine months ended September 30, 2024 for more information regarding risks regarding the Company. All forward-looking statements contained in this release speak only as of the date of this release or as of the dates specified in such statements. 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.

Additional information relating to i-80 Gold can be found on i-80 Gold’s website at www.i80gold.com, SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov/edgar.

NON-IFRS FINANCIAL PERFORMANCE MEASURES

Definitions

Average realized gold price per ounce of gold sold


	Three months ended September 30,		Nine months ended September 30,
(in thousands of U.S. dollars, unless otherwise noted)	2024	2023	2024	2023
Nevada production
Revenue per financial statements	11,509	13,215	27,107	29,073
Mineralized material sales revenue	(4,090)	(4,456)	(10,577)	(7,277)
Revenue without mineralized material sales	7,419	8,758	16,530	21,796
Silver revenue from mining operations	(1)	(70)	(72)	(131)
Gold revenue from mining operations	7,418	8,688	16,458	21,665
Ounces of gold sold	3,063	4,585	7,186	11,262
Average realized gold price ($/oz)	2,422	1,895	2,290	1,924

Lone Tree
Revenue	4,522	3,417	11,507	10,092
Silver revenue from mining operations	(1)	—	(29)	(19)
Gold revenue from mining operations	4,521	3,417	11,478	10,073
Ounces of gold sold	1,842	1,775	5,010	5,138
Average realized gold price ($/oz)	2,454	1,925	2,291	1,960

Ruby Hill
Revenue	2,105	3,623	4,232	9,125
Silver revenue from mining operations	—	(70)	(43)	(112)
Gold revenue from mining operations	2,105	3,553	4,189	9,013
Ounces of gold sold	906	1,910	1,861	4,781
Average realized gold price ($/oz)	2,323	1,860	2,251	1,885

Granite Creek
Revenue	4,882	6,175	11,368	9,856
Mineralized material sales revenue	(4,090)	(4,456)	(10,577)	(7,277)


Gold revenue from mining operations	792	1,719	791	2,579
Ounces of gold sold	315	900	315	1,344
Average realized gold price ($/oz)	2,514	1,910	2,511	1,919

Adjusted loss

Adjusted loss and adjusted loss per share exclude a number of temporary or one-time items detailed in the following table:


	Three months ended September 30,				Nine months ended September 30,
(in thousands of U.S. dollars, unless otherwise noted)(i)	2024		2023		2024		2023

Net loss for the period	$	(38,061)	$	(4,199)	$	(90,606)	$	(33,278)
Adjust for:

(Loss) gain on convertible loans	(721)		13,574		8,424		24,037
(Loss) gain on warrants	(3,587)		7,357		687		17,532
(Loss) gain on gold prepay derivative	(2,998)		2,190		(7,913)		(63)
(Loss) gain on silver purchase derivative	(1,276)		822		(6,579)		1,274
Gain on convertible debenture	—		—		—		900
Loss on gold prepay agreement modification	—		(1,831)		(667)		(1,831)
Loss on silver purchase agreement modification	—		—		(440)		—
Loss on deferred consideration	—		(357)		—		(1,135)
Inventory impairments	(3,331)		—		(12,095)		(8,531)
Total adjustments	$	(11,913)	$	21,755	$	(18,583)	$	32,183
Adjusted loss for the period	$	(26,148)	$	(25,954)	$	(72,023)	$	(65,461)
Weighted average shares for the period	386,474,070		287,128,970		350,581,065		266,207,340
Adjusted loss per share for the period	$	(0.07)	$	(0.09)	$	(0.21)	$	(0.25)

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