/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
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RENO,
Nev., Feb. 22, 2023 /CNW/ - i-80 GOLD CORP.
(TSX: IAU) (NYSE: IAUX) ("i-80", or the
"Company") is pleased to announce the closing of the
previously announced upsized "best efforts" private placement
offering (the "Offering") of US$65,000,000 principal amount of secured
convertible debentures (the "Convertible Debentures") of the
Company (see press releases dated February
2, 2023 and February 3, 2023).
The Offering was led by Sprott Capital Partners LP and CIBC World
Markets Inc., as co–lead agents, on behalf of themselves and Stifel
Nicolaus Canada Inc., National Bank Financial Inc., Canaccord
Genuity Corp., RBC Capital Markets Inc., Scotia Capital Inc. and
Cormark Securities Inc.
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The Convertible Debentures will bear a fixed interest of 8.00%
per annum and will mature on February 22,
2027, being the date that is four years from the Offering
closing date (the "Maturity Date"). The Convertible
Debentures will be the senior unsecured obligation of the Company,
and will be secured on a limited recourse basis by Premier Gold
Mines USA, Inc., the Company's
wholly-owned subsidiary, with recourse limited to a pledge of all
present and future limited liability company
units issued by its wholly-owned subsidiary, Au-Reka
Gold LLC ("Au-Reka"). The Convertible Debentures will be
guaranteed on a full recourse basis by Au-Reka which is secured by
a first ranking security over all of Au–Reka's present and future
real and personal property (including the McCoy-Cove project).
The Convertible Debentures are not redeemable prior to the
Maturity Date; provided, however, that, if the Company has not
executed the security documents relating to the security being
provided in connection with the Offering within 90 days from the
date hereof, the Company shall be obligated to repurchase the
Convertible Debentures, by the date that is 120 days from the date
hereof, at a price equal to 100% of the principal amount of the
Convertible Debentures then outstanding plus any accrued and unpaid
interest thereon up to and including the date of redemption.
Ewan Downie, John Seaman and Matthew
Gollat, each of whom is a director and/or officer of the
Company, subscribed for US$150,000,
US$50,000 and US$25,000, respectively, in principal amount of
Convertible Debentures under the Offering (the "Insider
Participation"). Each of the subscriptions by Ewan Downie, John
Seaman and Matthew Gollat is
considered to be a "related party transaction" for purposes of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The
Insider Participation is exempt from the formal valuation and
minority shareholder requirements under MI 61-101 in reliance upon
the exemptions contained in section 5.5(a) and 5.7(1)(a),
respectively, of MI 61-101. The Company did not file a material
change report more than 21 days before the expected closing date of
the Offering as the details of the Offering and the Insider
Participation was not settled until shortly prior to the closing of
the Offering, and the Company wished to close the Offering on an
expedited basis for sound business reasons.
All securities issued under the Offering are subject to a hold
period expiring four months and one day from the date hereof. The
Offering is subject to final acceptance of the Toronto Stock
Exchange and the NYSE American.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein in the United States. The
securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act") or any state securities laws and, accordingly,
may not be offered or sold within the
United States except in compliance with the registration
requirements of the U.S. Securities Act and applicable state
securities laws, unless an exemption from such registration is
available.
About i-80 Gold Corp.
i-80 Gold Corp. is a well-financed, 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
that include an autoclave.
Certain statements in this release constitute "forward-looking
statements" or "forward-looking information" within the meaning of
applicable securities laws, including but not limited to,
completion of refurbishment and development activities at the Lone
Tree project and commencement of mining operations at the Lone Tree
project or the Ruby Hill mine. Such statements and information
involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements of
the company, its projects, or industry results, to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements or
information. Such statements can be identified by the use of words
such as "may", "would", "could", "will", "intend", "expect",
"believe", "plan", "anticipate", "estimate", "scheduled",
"forecast", "predict" and other similar terminology, or state that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved. These statements reflect
the Company's current expectations regarding future events,
performance and results and speak only as of the date of this
release.
Forward-looking statements and information involve significant
risks and uncertainties, should not be read as guarantees of future
performance or results and will not necessarily be accurate
indicators of whether or not such results will be achieved. A
number of factors could cause actual results to differ materially
from the results discussed in the forward-looking statements or
information, including, but not limited to: the failure to obtain
the final acceptance of the Offering from the Toronto Stock
Exchange and the NYSE American, the failure to execute the
necessary security documents within 90 days from the date of the
closing of the Offering, material adverse changes, unexpected
changes in laws, rules or regulations, or their enforcement by
applicable authorities; the failure of parties to contracts with
the company to perform as agreed; social or labour unrest; changes
in commodity prices; and the failure of exploration, refurbishment,
development or mining programs or studies to deliver anticipated
results or results that would justify and support continued
exploration, studies, development or operations.
SOURCE i-80 Gold Corp