This news release constitutes a “designated news release” for purposes of the Company’s prospectus supplement dated as of today. August 12, 2024to the short form of this base shelf prospectus dated June 21, 2024

RENO, Nev., Jan. 15, 2025 /PRNewswire/ – i-80 GOLD CORP. (TSX: IAU) (NYSE: IAUX) (“i-80 Gold”, or the “Company”) is pleased to announce that in accordance with its press release on December 31, 2024 has completed the amendment and restatement of its convertible credit agreement (the “A&R Convertible Credit Agreement“) with a companion to Finances of Orion Mine (“Orion“). As a result, the conditions related to the previously announced delay in gold and silver deliveries, and the extension of the Orion Convertible Loan (collectively, the “Waiver Agreements”) that must be completed to date have been satisfied already.

In addition to the A&R Convertible Credit Agreement, Orion and 80 Gold extended the maturity date of the A&R Convertible Credit Agreement by six months from December 13, 2025on June 30, 2026and has posted certain security to secure the Company’s obligations under the A&R Convertible Credit Agreement. Additional security against the Company Ruby Hill and Granite Creek in the United States project needs to be put in place of March 31, 2025. In connection with the extension of the A&R Convertible Credit Agreement, the Company issued to Orion five million common share purchase warrants (the “2025 Orion Warrants“) with an exercise price of C$1.01 and expiration date of January 15, 2029. The 2025 Orion Warrants will be subject to a hold period under applicable Canadian securities laws that will expire four months and one day from the date of issuance. Neither the 2025 Orion Warrants nor the shares issuable upon exercise of the 2025 Orion Warrants have been registered under US Securities Act of 1933 and are considered “restricted securities”. The Company has agreed to grant registration rights to Orion with respect to its securities.

In addition, the Company announced its intention to complete a prospectus financing of common shares (the “Common features“) for the aggregate gross proceeds to the Company of US$10,000,000 (the “offer“). The Company has been advised by some of its largest shareholders as well as its board of directors and management team that they expect to participate in the Offering. The Common Shares will be priced in the context of the market. It is expected that the Offering will close on or about that January 31, 2025.

The Company expects to use the net proceeds of the Offering for the development of the Company’s projects in Nevadaand for working capital and general corporate purposes, viz 80 Gold is working towards the completion of the second phase of the capitalization plan which is targeted at or soon March 31, 2025.

The Offering will be made pursuant to a prospectus supplement to the Company’s short-form shelf-based prospectus filed on June 21, 2024 (the “Shelf Prospectus“), that the prospectus supplement will be prepared and filed by the Company with the securities regulatory authorities in each province and territory of Canada except for Quebec before the closing of the Offering, and will be filed at US Securities and Exchange Commission in accordance with the Company US registration statement on Form F-10 (Registration No. 333-279567), which includes the Shelf Prospectus and is declared effective on United States Securities and Exchange Commission on June 25, 2024.

Completion of the Offering remains subject to receipt of regulatory approvals, including the approval of Toronto Stock Exchange (the “TSX“) and the NYSE American, and other customary closing conditions. No commission or finder’s fee will be paid in connection with the Offering.

Each of the A&R Convertible Credit Agreement and the related issuance of 2025 Orion Warrants to Orion constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 ” Protection of Minority Security Holders in Special Transactions (“MI 61-101“) because Orion is a “related party” of the Company given more than 10% beneficial ownership of the Company (within the meaning of MI 61-101, which includes common Orion shares, warrants and potential conversion rights to 80 Gold securities under the A&R Convertible Credit Agreement). The Company relies on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 from the formal valuation and minority shareholder approval requirements of MI 61-101 with respect to to issue the 2025 Orion Warrants , and Section 5.7(1)(a) of MI 61-101 from the minority shareholder approval requirement regarding the A&R Convertible Credit Agreement because the fair market value of the 2025 Orion Warrants or the fair market value of the facility under the A&R Convertible Credit Agreement does not exceed 25% of the Company’s market capitalization. Additionally, a formal appraisal is not required under MI 61-101 with respect to the A&R Convertible Credit Agreement because entering into the A&R Convertible Credit Agreement is not the type of related party transaction that requires a formal appraisal. The Company did not file a material change report 21 days prior to the closing of the A&R Convertible Credit Agreement, including the issuance of the 2025 Orion Warrants, because the terms and conditions of the A&R Convertible Credit Agreement not agreed upon until prior to closing.

This news release will not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction where such offer, solicitation or sale would be unlawful. of law prior to registration or qualification under the securities laws of any jurisdiction.

About i-80 Gold Corp.

i-80 Gold Corp. is a Nevada-focused mining company with the third largest gold mineral resources in the state of Nevada. The recapitalization plan initiated is designed to unlock the value of the Company’s high-grade gold deposits to create a Nevada mid-tier gold producer. 80 GoldIts common shares are listed on the TSX and the NYSE American under the trading symbols IAU:TSX and IAUX:NYSE. More information about 80 GoldThe portfolio of assets and long-term growth strategy is available at www.i80gold.com or by email at [email protected].

LOOKING FORWARD INFORMATION

Certain statements in this release constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws, including but not limited to, statements regarding: the Company and Orion agreement to place certain personal property and real property security in place to secure the Company’s obligations under the A&R Convertible Credit Agreement; the Company’s ability to satisfy all closing conditions and closing of the Offering within the announced timeline and announced gross proceeds; the Company’s use of the proceeds for the Offering; preparation and filing of the Company’s prospectus supplement in the notified provinces and territories, among others US Securities and Exchange Commission by closing; fulfillment of the Offering; the Company’s ability to obtain approval on the TSX and the NYSE American; and other future plans and expectations of the Company. Such statements and information involve known and unknown risks, uncertainties and other factors that may affect the actual results, performance or achievements of the company, its projects, or industry results. , which may differ materially from any future results, performance or achievements expressed or implied. by such forward-looking statements or information. Such statements are identified by the use of words such as “may”, “could”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “expect”, “estimates. “, “scheduled”, “estimates”, “forecasts” and other similar terminology, or states that certain actions, events or results “may”, “could”, “may “, “can” or “could” happen, happen or become 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 are not necessarily 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: material adverse changes -or, unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities. ; the failure of the parties to the contracts with the company to perform as agreed; social or labor unrest; commodity price changes; and the failure of exploration programs or studies to deliver expected results or results that would justify and support continued exploration, studies, development or operations. For a more detailed discussion of such risks and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, see the 80 filings with Canadian securities regulators, including the most recent Annual Information Form, are available on SEDAR+ at www.sedarplus.ca.